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. (a) Subject to Section 3.01(b) and Section 3.06(a), the Existing Sponsors shall, severally and not jointly, based on their respective Reimbursement Sharing Percentages, reimburse the Public Company Group for any Losses suffered or incurred by the Public Company Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of the following (collectively, “Covered Environmental Losses”):
Environmental Losses. The term “Environmental Losses" means Losses suffered or incurred by Lender or its directors, officers, shareholder, employees and agents 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 Claims brought, asserted, or alleged against Lender or any of its directors, officers, shareholders, employees or agents: (v) any actions taken by Xxxxxx 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: (vii) any actions taken by Lender pursuant to California Code of Civil Procedure Section 726.5; and (viii) any actions taken by Lender pursuant to California Code of Civil Procedure Section 736.
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. Notwithstanding anything to the contrary in this Agreement, if the Member Indemnifying Persons have an indemnification obligation under this Agreement with respect to a Loss arising out of or relating to Environmental Laws, other than a claim pursuant to Section 8.2(g) (an “Environmental Loss”), then:
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).
Environmental Losses. Notwithstanding anything to the contrary -------------------- set forth herein, the indemnification obligation of the Shareholders for Losses relating to any (x) inaccuracy in, or breach of, the representations and warranties set forth in Section 4.19 hereof or (y) Environmental Claims ("Environmental Losses") shall be as follows:
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
