Honeywell Responsibility for All DVW North Plant Environmental Liabilities Sample Clauses

Honeywell Responsibility for All DVW North Plant Environmental Liabilities. Honeywell hereby agrees that it shall be solely responsible for, and hereby agrees to indemnify and hold harmless GenTek Holding, General Chemical and their subsidiaries and affiliates, and their respective officers, directors, employees and agents (the "GenTek Indemnified Parties") from and against, any and all claims, demands, liabilities, oversight costs, damages and expenses sought by any person or entity (whether private or governmental) after the Effective Date relating to the investigation and remediation of all environmental contamination associated with the DVW North Plant, regardless of whether the contamination or condition was generated, created, managed, disposed of or otherwise came to be located on the DVW North Plant or emanated therefrom as the result of the actions of Honeywell, any predecessor to Honeywell, the Debtors or any third party or parties. The assumption and indemnification set forth in the preceding sentence shall not include the treatment of any third party tort claims against the GenTek Indemnified Parties or Honeywell, its subsidiaries and affiliates, and their respective officers, directors and employees (the "Honeywell Indemnified Parties"), to the extent such claims are for personal injuries (including, but not limited to, wrongful death) or to the extent such claims are for damage, destruction or diminution of property owned or controlled by the third party tort claimant, in either case relating to alleged exposure to environmental contaminants or conditions associated with the DVW North Plant or the DVW South Plant, which claims shall continue to be governed by the applicable provisions of the EMA and REMA as amended by this Agreement; provided, however, that Honeywell shall indemnify the GenTek Indemnified Parties for claims brought by Honeywell's contractors, agents, invitees and others whose presence at the DVW North Plant was at the request, or for the benefit of, Honeywell. The assumption and indemnification set forth in the first sentence of this Section 1.8(a) also shall not include any fines or penalties imposed on any GenTek Indemnified Party by any federal, state or local governmental authority for the failure of such GenTek Indemnified Party to comply with any applicable governmental environmental requirement associated with the DVW North Plant prior to the DVW Closing Date; but such assumption and indemnification shall include fines or penalties imposed on any GenTek Indemnified Party by any federal, state ...
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Related to Honeywell Responsibility for All DVW North Plant Environmental Liabilities

  • No Liability for Clean Up of Hazardous Materials In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

  • Environmental and Safety Matters Except as disclosed in Schedule 4.13:

  • Environmental, Health and Safety Matters (a) The Company has complied and is in compliance with all Environmental, Health, and Safety Requirements.

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

  • Remedial Actions Relating to Hazardous Materials Activities Borrower shall, in compliance with all applicable Environmental Laws, promptly undertake, and shall cause each of its Subsidiaries promptly to undertake, any and all investigations, studies, sampling, testing, abatement, cleanup, removal, remediation or other response actions necessary to remove, remediate, clean up or xxxxx any Hazardous Materials Activity on, under or about any Facility that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim. If Borrower or any of its Subsidiaries undertakes any such action with respect to any Hazardous Materials, Borrower or such Subsidiary shall conduct and complete such action in compliance with all applicable Environmental Laws and in accordance with the policies, orders and directives of all federal, state and local Government Authorities except when, and only to the extent that, Borrower’s or such Subsidiary’s liability with respect to such Hazardous Materials Activity is being diligently contested in good faith and by appropriate proceedings by Borrower or such Subsidiary.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

  • Compliance with Environmental Requirements; No Hazardous Materials Except in each case as set forth on Schedule 3.18:

  • Hazardous Materials Activities, Etc Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Environmental, Health and Safety Laws There does not exist any violation by the Borrower or any Subsidiary of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to environmental, pollution, health or safety matters which will or threatens to impose a material liability on the Borrower or a Subsidiary or which would require a material expenditure by the Borrower or such Subsidiary to cure. Neither the Borrower nor any Subsidiary has received any notice to the effect that any part of its operations or properties is not in material compliance with any such law, rule, regulation or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, the consequences of which non-compliance or remedial action could constitute an Adverse Event.

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