General Environmental Indemnity. If the Closing occurs, except as provided in the last clause of this Section 16.2 and without limiting Noble’s representations and warranties set forth in this Agreement or Purchaser’s obligations under Section 11.4, Purchaser from and after the Closing Date hereby assumes and shall be responsible for and agrees to RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE NOBLE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL LOSSES ATTRIBUTABLE TO ENVIRONMENTAL COMPLIANCE, DAMAGE TO PROPERTY, INJURY TO OR DEATH OF PERSONS OR OTHER LIVING THINGS, NATURAL RESOURCE DAMAGES, CERCLA RESPONSE COSTS, ENVIRONMENTAL REMEDIATION AND RESTORATION COSTS, OR FINES OR PENALTIES (COLLECTIVELY, “ENVIRONMENTAL CLAIMS”) ARISING OUT OF OR ATTRIBUTABLE TO, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, THE ENVIRONMENTAL CONDITION OR COMPLIANCE OF THE ASSETS AT ANY TIME BEFORE, AT OR AFTER THE CLOSING DATE (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO ANY CONDITION EXISTING ON, IN OR UNDER, OR RESULTING FROM OPERATION OF, THE ASSETS AT ANY TIME BEFORE, AT OR AFTER THE CLOSING DATE) THAT IS DETERMINED TO BE A RESULT OF OR CAUSED IN WHOLE OR IN PART BY NOBLE’S VIOLATION OF, FAILURE TO FULFILL DUTIES IMPOSED BY OR INCURRENCE OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS OR UNDER ANY PRINCIPLE OF COMMON LAW RELATING TO DUTIES TO PROTECT OR NOT UNDULY DISTURB HUMAN HEALTH OR ENVIRONMENTAL QUALITY; PROVIDED, HOWEVER, THAT NOBLE SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE PURCHASER INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIM ARISING OUT OF OR ATTRIBUTABLE TO, IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY, THE ENVIRONMENTAL CONDITION OR COMPLIANCE OF THE ASSETS AT ANY TIME BEFORE THE CLOSING DATE THAT IS DETERMINED TO BE THE RESULT OF OR CAUSED IN WHOLE OR IN PART BY NOBLE’S VIOLATION OF, FAILURE TO FULFILL DUTIES IMPOSED BY OR INCURRENCE OF LIABILITY UNDER, ANY ENVIRONMENTAL LAWS (AS IN EFFECT ON THE EFFECTIVE TIME) OR UNDER ANY PRINCIPLE OF COMMON LAW (AS IN EFFECT ON THE EFFECTIVE TIME) RELATING TO DUTIES TO PROTECT OR NOT UNDULY DISTURB HUMAN HEALTH OR ENVIRONMENTAL QUALITY (OTHER THAN ANY SUCH CLAIMS RESULTING FROM OR ATTRIBUTABLE IN WHOLE OR IN PART TO CONDITIONS OR OPERATIONS DISCLOSED IN THE ENVIRONMENTAL REPORTS OR KNOWN TO PURCHASER AS OF THE DATE HEREOF), TO THE EXTENT THAT (A) SUCH CLAIM HAS BEEN FINALLY DETERMINED IN A THIRD-PARTY LAWSUIT OR ADMINISTRATIVE PROCEEDING OR ORDER THAT IS RECEIVED BY, OR FILED, ISSUED OR COMMENCED AGAINST, PURCHASER WITHIN...
General Environmental Indemnity. The Purchaser will undertake to make the compliance corrections or take actions so as to remedy matters identified in the Dames & Moorx Xxxort (other than the items appearing in such report under the heading "Soil and Groundwater" which will be dealt with in accordance with Section 6.7.2 hereof) (the "Compliance Items") at its cost up to a maximum amount of FRF 14,600,000. Such actions by the Purchaser will be for the purpose of complying with applicable Environmental Laws and sound environmental practices generally employed by responsible French companies (the "Remediation Standards"). To the extent the costs to meet the Remediation Standards exceed FRF 14,600,000, the Seller will from the Closing Date indemnify and hold the Purchaser and/or the Companies harmless from and against any Damages (including, without limitation, any attorney or consultants fees) incurred by the Purchaser and/or the Companies if and to the extent that the aggregate total of such Damages exceeds FRF 14,600,000 with respect to the Compliance Items, taken together without any limitations as to amounts except as provided by Section 6.3(b).
General Environmental Indemnity. Buyer assumes and shall be responsible for and agrees to indemnify, defend and hold harmless Owners and their employees, officers, directors, agents and representatives from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorney's and experts' fees and expenses) damages, demands and causes of action with respect to damage to property, injury to or death of persons or other living things, natural resource damages, CERCLA response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims") arising out of or attributable to, in whole or in part, either directly or indirectly, the condition or operation of the Property at any time before, at or after the Effective Date, including, without limitation, any Claims relating to reclamation of the Property as required by law or to any condition existing on, in or under, or resulting from operation of, the Property as of the Effective Date, that is determined to be a result of or caused in whole or in part by Owners' violation of, failure to fulfill duties imposed by or incurrence of liability under any Environmental Laws (as defined below) or under any principle of common law relating to duties to protect or not unduly disturb human health or environmental quality (any such Claim being referred to herein as an "Environmental Claim").
General Environmental Indemnity. If the Closing occurs, Buyer shall be responsible for and agrees to indemnify, defend and hold harmless the Seller from and against any and all losses attributable to damage to property, injury to or death of persons or other living things, natural resource damages, CERCLA response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims") arising out of or attributable to, in whole or in part, either directly or indirectly, the condition or operation of the Property at any time (past, present, or future) that is determined to be a result of or caused in whole or in part by Buyer's and/or Seller's violation of, failure to fulfill duties imposed by or incurrence of liability under, any Environmental Laws (as defined below and is in effect on the date hereof) or under any principle of common law relating to duties to protect or not unduly disturb human health or environmental quality (any such claim being referred to herein as an "Environmental Claim"). Buyer's indemnity of Seller, as set forth in this section, shall not, however, cover any claims, including Environmental Claims, resulting directly or indirectly from a breach by Seller of any of its representations, warranties and covenants set forth herein, including, but not limited to, Seller's obligations under Section 13.17."
General Environmental Indemnity. If the Closing occurs, (a) Buyer shall be responsible for and agrees to indemnify, defend and hold harmless the Seller from and against any and all losses attributable to damage to property, injury to or death of persons or other living things, natural resource damages, CERCLA response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims") arising out of or attributable to, in whole or in part, either directly or indirectly, the condition or operation of the Property at any time for such periods referenced hereinbelow not specifically covered by Seller that is determined to be a result of or caused in whole or in part by Buyer's violation of, failure to fulfill duties imposed by or incurrence of liability under, any Environmental Laws (as defined below and as in effect on the date hereof) or under any principle of common law relating to duties to protect or not unduly disturb human health or environmental quality (any-such Claim being referred to herein as an "Environmental Claim") and (b) Seller, for a one year period following Closing, shall be responsible for and agrees to indemnify defend and hold harmless the Buyer from and against all Claims (including Environmental Claims) asserted in writing to Seller which arise out of or are attributable to in whole or in part, either directly or indirectly, the condition or operation of the Property at any time prior to the Effective Date and relating only to the period during which the Seller owned the Property, including any Claims that are determined to be a result of or caused in whole or in part by Seller's violation of, failure to fulfill duties imposed by or incurrence of liability under any Environmental Laws or any Environmental Claim. Buyer's indemnity of Seller, as set forth in this section, shall not cover any claims, including Environmental Claims, resulting directly or indirectly from a breach by Seller of any of its representations, warranties and covenants set forth herein, including, but not limited to, Seller's obligations under Section 13.17.
