Common use of Indemnification and Payment of Damages by Seller -- Environmental Matters Clause in Contracts

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.2, Seller will indemnify and hold harmless the Buyer Indemnified Persons for, and will pay to the Buyer Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition prior to the Closing Date of the Facilities or any other properties in which the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants that were generated, transported, stored, treated, Released, disposed, or otherwise handled by the Company or any predecessor of the Company or Related Person at any time prior to the Closing Date, or (B) any Hazardous Activities that were conducted prior to the Closing Date by the Company or any predecessor of the Company or Related Person; or (b) any bodily injury (including illness, disability, and death), personal injury or property damage, of or to any Person, arising prior to the Closing Date from Hazardous Material that was (i) present before the Closing Date on or at the Facilities or (ii) Released by the Company or any predecessor of the Company or Related Person at any time prior to the Closing Date.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.28.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the Indemnified Persons forfrom Third Parties' claims, and will pay to Buyer, the Buyer Company, and the Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) : any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) or any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller Seller, jointly and severally, will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Seller or any Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by the Seller or any Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify indemnify, defend and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or 36 intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during on or prior to the Closing Date to the extent of any liability which the Company occurred on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or the Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date by the Company or any predecessor of the Company or Related PersonDate; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of Seller, or the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) to the extent of any liability which occurred on or prior to the Closing Date or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Seller will be entitled to control any cleanup, any related proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. Seller shall provide Buyer with the opportunity to participate in any such cleanup and/or related proceeding provided, however, that such participation shall be at Buyer's sole expense. The procedure described in Section 10.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Seller or any Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by the Seller or any Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 5.3. The procedure described in Section 5.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 5.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.211.2, Seller Seller, jointly and severally, will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Seller or any Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by the Seller or any Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 11.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.28.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a1) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b2) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following. sentence, any other Proceeding with respect to which indemnity may be sought under this Section 8.3. The procedure described in Section 8.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 8.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.28.2, Seller will indemnify and hold harmless Buyer, the Buyer Special Partnership, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Special Partnership , and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which the Company Seller or any Special Partnership has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company Special Partnership or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to by Seller or the Closing Date Special Partnership or by the Company any other Person for whose conduct they are or any predecessor of the Company or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Special Partnership or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Special Partnership prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company Special Partnership or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. The procedure described in Section 8.5 will apply to any claim solely for monetary damages relating to a matter covered by this Section 8.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.211.2, Seller will and subject to what is provided for in section 11.8 Seller, jointly and severally, shall indemnify and hold harmless the Buyer Indemnified Persons Indemnities harmless for, and will shall pay to the Buyer Indemnified Persons Indemnities, the amount of, of any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, arising directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A1)(A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets in which the Company has or had an interest at any time during which Seller have the Company ownership, the possession or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date detention, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A2)(A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, released or otherwise handled by the Company or Seller or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Company or Seller or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of the Company or Seller or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i1) present or suspected to be present on or before the Closing Date on or at the Facilities (or (ii) Released by the Company present or suspected to be present on any predecessor other property, if such Hazardous Material emanated or allegedly emanated from any of the Company Facilities and was present or Related Person at suspected to be present on any time of the Facilities on or prior to the Closing Date) or (2) released or allegedly released by Seller or the Company or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.2 will apply to any claim solely for monetary damages relating to a matter covered by this Section 11.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.2, (a) Seller will indemnify release, indemnify, defend and hold harmless Buyer, the Company, and the other Buyer Indemnified Persons for, and will pay to Buyer, the Company, and the other Buyer Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) and any Environmental Health and Safety Liabilities arising, directly or indirectly, from or in connection withwith each of the following: (ai) any Environmental, Health, and Safety Liabilities arising out violations or alleged violations of Environmental Law relating to the Plant or relating to: the Business originating (iin whole or in part) (A) the ownership, operation, or condition prior to Closing or in connection with the Closing Date recommencement of production operations at the Facilities or any other properties in which the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior Plant subsequent to the Closing Date or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or Closing. (ii) (A) any Hazardous Materials or other contaminants that were generated, transported, stored, treated, Released, disposed, or otherwise handled by the Company or any predecessor of the Company or Related Person at any time prior to the Closing Date, or (B) any Hazardous Activities that were conducted prior to the Closing Date by the Company or any predecessor of the Company or Related Person; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Plant or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (iA) present or suspected to be present on or before the Closing Date on on, under or at from the Facilities Plant or (iiB) Released or allegedly Released by Seller or the Company or any predecessor of the Company or Related Person Company, at any time on or prior to the Closing Date. (iii) any Known Environmental Condition (to the extent not covered by Sections 10.3(a)(i) or (ii)): (A) where Buyer, Seller, the Plant or the Company is required by an Environmental Law or a Governmental Body to Cleanup such Known Environmental Condition; or (B) arising out of or in response to any actual or Threatened claim, allegation, or Proceeding by any third party, including, but not limited to, a Governmental Body. Seller’s indemnity obligation under this Section 10.3(a)(iii) for Damages related to the diminution of the fair market value of the Plant shall be limited to 50% of such Damages provided that the Seller undertakes and completes in an expeditious manner all Cleanup of the Plant associated with the Environmental, Safety and Health Liability at issue, by entering the Plant into the Illinois Site Remediation Program (or a substantially similar program if the Site Remediation Program is not in existence at such time) and obtaining a “No Further Remediation” Letter from the applicable Governmental Body (currently, the Illinois Environmental Protection Agency) such that the Known Environmental Condition at the Plant is Cleaned-up to cleanup standards published by the applicable Governmental Body applicable to commercial or industrial property and Seller shall not impose upon the Plant any institutional, engineering, or land use controls except to the extent approved in advance in writing by Buyer, in its reasonable discretion. (iv) any Known Environmental Condition (to the extent not covered by Sections 10.3(a)(i), (ii), or (iii)): (A) where Buyer, Seller, the Plant or the Company is not required by an Environmental Law or a Governmental Body to Cleanup such Known Environmental Condition; or (B) which does not arise out of or is not in response to any actual or Threatened claim, allegation, or Proceeding by any Third Person, including, but not limited to, a Governmental Body. Seller’s indemnity obligation under this Section 10.3(a)(iv) shall be limited to 50% of any such Damages or Environmental Health and Safety Liabilities. (v) any Unknown Environmental Condition (to the extent not covered by Sections 10.3(a)(i) or (ii)): (A) where Buyer, Seller, the Plant or the Company is required by an Environmental Law or a Governmental Body to Cleanup such Unknown Environmental Condition; or (B) arising out of or in response to any actual or Threatened claim, allegation, or Proceeding by any Third Person, including, but not limited to, a Governmental Body. Seller’s indemnity obligation under this Section 10.3(a)(v) for Damages related to the diminution of the fair market value of the Plant shall be limited to 50% of such Damages provided that the Seller undertakes and completes in an expeditious manner all Cleanup of the Plant associated with the Environmental, Safety and Health Liability at issue, by entering the Plant into the Illinois Site Remediation Program (or a substantially similar program if the Site Remediation Program is not in existence at such time) and obtaining a “No Further Remediation” Letter from the applicable Governmental Body (currently, the Illinois Environmental Protection Agency) such that the Unknown Environmental Condition at the Plant is Cleaned-up to cleanup standards published by the applicable Governmental Body applicable to commercial or industrial property and Seller shall not impose upon the Plant any institutional, engineering, or land use controls except to the extent approved in advance in writing by Buyer, in its reasonable discretion. (vi) any Unknown Environmental Condition (to the extent not covered by Sections 10.3(a)(i), (ii), or (v)): (A) where Buyer, Seller, the Plant or the Company is not required by an Environmental Law or a Governmental Body to Cleanup such Unknown Environmental Condition; or (B) which does not arise out of or is not in response to any actual or Threatened claim (including any claim which could legally be lodged but has not been Threatened), allegation, or Proceeding by any Third Person, including, but not limited to, a Governmental Body. Seller’s indemnity obligation under this Section 10.3(a)(vi) shall be limited to 50% of any such Damages or Environmental Health and Safety Liabilities. (b) Subject to the above and Seller providing prompt prior written notice to Buyer of any Cleanup or any Proceeding related thereto, Seller will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3. (c) Any indemnification with respect to environmental matters that could be brought under this Section 10.3 shall be governed by this Section 10.3 and not by Section 10.2 as it relates to a Breach of Section 3.10 caused by such environmental matter; provided, that the foregoing limitation shall not affect Buyer’s right to seek indemnification pursuant to Section 10.2 for any Breach of Section 3.10 not addressed by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, and notwithstanding anything to the contrary in Section 10.4 below, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and their Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and their Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, arising directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities Liabilities, except those disclosed on Part 3.19 to the Disclosure Letter, arising out of or relating to: (i) (A) the ownership, operation, operation or condition at any time on or prior to the Closing Date of the Facilities or any other properties in which the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date Facilities, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities on or such other properties at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials Materials, wherever located, that were, or other contaminants that were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or any Acquired Company or by any other Person for whose conduct they are or may be held responsible on or prior to the Closing Date by the Company or any predecessor of the Company or Related Person; orDate; (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company, or any other Person for whose conduct they are or may be held responsible, arising out of conduct described in (a) above; or (c) any Environmental, Health, and Safety Liabilities arising out of or relating to the failure of an Acquired Company at any time on or prior to the Closing Date from Hazardous Material to obtain and maintain Governmental Authorization pursuant to Environmental Law, and have in effect written plans and procedures pursuant to Environmental Law, provided that was a claim for indemnity is made to Seller within one year of the Closing Date, and provided further that a claim for indemnity of a penalty or fine issued pursuant to Environmental Law for such noncompliance need not be made within one year of the Closing Date; (d) The procedure described in Section 10.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3. (i) present before In accordance with the Closing Date requirements set forth on or at Schedule 10.3(d), Seller will be entitled to control any cleanup, any related Proceeding, and, except as provided in the Facilities or following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. (ii) Released by the Company Seller's selection of consultants and contractors to perform any cleanup, any related Proceeding or any predecessor other Proceeding with respect to which indemnity may be sought under this Section 10.3 shall be subject to the review and approval of Buyer, which approval shall not be unreasonably withheld or delayed. (iii) Seller's consultants and contractors shall promptly prepare a schedule for completing any cleanup, any related Proceeding or any other Proceeding with respect to which indemnity may be sought under this Section 10.3, subject to the review and approval of Buyer, which approval shall not be unreasonably withheld or delayed. Any amendments to such schedule shall be subject to the review and approval of Buyer, which approval shall not be unreasonably withheld or delayed. (iv) Buyer shall afford Seller's consultants and contractors reasonable access to its facilities, employees and all relevant documents and records regarding any cleanup, any related Proceeding or any other Proceeding with respect to which indemnity may be sought under this Section 10.3. Seller, Buyer and their respective employees, consultants and contractors agree to cooperate with each other to complete in a timely and cost-effective manner any cleanup, any related Proceeding or any other Proceeding with respect to which indemnity may be sought under this Section 10.3. (e) Seller's payment of Damages under paragraphs (a) and (b) above shall be limited to the percentages set forth in the following table: When Claim Made to Seller Seller's Percentage ------------------------- ------------------- On or before the 2nd anniversary of the Company Closing 100% After 2nd anniversary but on or Related Person at any time prior to before the Closing Date.3rd 83.33% After 3rd anniversary but on or before the 4th 66.66% After 4th anniversary but on or before the 5th 49.99% After 5th anniversary but on or before the 6th 33.33% After 6th anniversary but on or before the 7th 16.66% After the 7th anniversary 0%

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) a. any Environmental, Health, and Safety Liabilities arising out of or relating to: : (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Option Exercise Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Option Exercise Date; or or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Option Exercise Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to by Seller or the Closing Date by the Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) b. any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Company prior to the Closing Date Option Exercise Date, or from Hazardous Material that was was (i) present or suspected to be present on or before the Closing Option Exercise Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Option Exercise Date) or (ii) Released or allegedly Released by Seller or the Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Option Exercise Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller, each Seller under the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants that were generated, transported, stored, treated, Released, disposed, or otherwise handled by the Company or any predecessor of the Company or Related Person at any time prior to the Closing Date, or (B) any Hazardous Activities that were conducted prior to the Closing Date by the Company or any predecessor of the Company or Related Person; orrespective Purchase Agreements, (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company (as defined in the respective Purchase Agreements) or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies or any Acquired Company under the respective Purchase Agreements prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company (as defined in the respective Purchase Agreements) or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date; provided, however, that Seller shall have no obligation to make any payment to Indemnified Persons under Sections 10.2 and 10.3 unless the aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Purchase Agreements exceeds the sum of (i) $50,000 in the aggregate under Sections 10.2 and 10.3 and under the corresponding sections of the Purchase Agreements and (ii) any amounts collected under the Acquired Companies' errors and omissions policies, it being understood that only after such sum is exceeded, shall the aggregate of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Purchase Agreements, subject to the following clause, be payable by Seller on demand; and further provided that Seller Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.7 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.211.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company (as defined in the respective Purchase Agreements) or any Lalande Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company or any predecessor of the Company or Related Person at any time prior to the Closing Date, or (B) any Hazardous Activities that were conducted prior to the Closing Date by the Company or any predecessor of the Company or Related Person; oras defined in the (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies or any Acquired Company under the respective Purchase Agreements prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller, each Seller under the respective Purchase Agreements, any NSL Acquired Company, any DLT Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date; provided, however, that Seller shall have no obligation to make any payment to Indemnified Persons under Sections 11.2 and 11.3 unless the aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 11.2 and 11.3 and under corresponding sections of the Purchase Agreements exceeds the sum of (i) $50,000 in the aggregate under Sections 11.2 and 11.3 and under the corresponding sections of the Purchase Agreements and (ii) any amounts collected under the Acquired Companies' errors and omissions policies, it being understood that only after such sum is exceeded, shall the aggregate of all claims under Sections 11.2 and 11.3 and under corresponding sections of the Purchase Agreements, subject to the following clause, be payable by Seller on demand; and further provided that Seller shall have no obligation to make any payment, in the aggregate, to Indemnified Persons under Sections 11.2 and 11.3 in excess of the Seller's proportional share of the aggregate Purchase Price received by Seller and each Seller under the respective Purchase Agreements pursuant to Article II of this Agreement and the respective Purchase Agreements. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.7 will apply to any claim solely for monetary damages relating to a matter covered by this Section 11.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities Environmental Claim arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties in which the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by the Seller or any Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing DateDate at any of the Facilities, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Seller or any Acquired Company or by any predecessor other Person for whose conduct they are or may be held responsible at any of the Company or Related PersonFacilities; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted at the Facilities by the Acquired Companies prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by the Seller or any Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. (c) Anything set forth in this Agreement to the contrary notwithstanding, (i) Seller and its Related Persons shall have no liabilities or obligations whatsoever under this Section 10.3 in respect of any Environmental Claim except (subject to clause (ii) of this sentence) to the extent that it relates to a Release at a Facility leased or occupied by any of the Acquired Companies prior to the Closing, and (ii) Seller and its Related Persons shall have no liabilities or obligations whatsoever under this Section 10.3 or otherwise in respect of any Environmental Claim which relates to any property ever managed by any of the Acquired Companies.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.28.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the Indemnified Persons forfrom Third Parties' claims, and will pay to Buyer, the Buyer Company, and the Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.211.2, Seller will Seller, shall indemnify and hold harmless the Buyer Indemnified Persons Indemnities harmless for, and will shall pay to the Buyer Indemnified Persons Indemnities, the amount of, of any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, arising directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A1)(A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets in which the Company has or had an interest at any time during which Target have the Company ownership, the possession or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date detention, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A2)(A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, released or otherwise handled by the Company Seller or Target or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by the Company or Target or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of the Company or Target or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company or Target prior to the Closing Date Date, or from Hazardous Material that was (i1) present or suspected to be present on or before the Closing Date on or at the Facilities (or (ii) Released by the Company present or suspected to be present on any predecessor other property, if such Hazardous Material emanated or allegedly emanated from any of the Company Facilities and was present or Related Person at suspected to be present on any time of the Facilities on or prior to the Closing Date) or (2) released or allegedly released by Seller or Target or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 11.3. The procedure described in Section 11.2 will apply to any claim solely for monetary damages relating to a matter covered by this Section 11.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Companies, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Companies, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller, each Seller under the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants that were generated, transported, stored, treated, Released, disposed, or otherwise handled by the Company or any predecessor of the Company or Related Person at any time prior to the Closing Date, or (B) any Hazardous Activities that were conducted prior to the Closing Date by the Company or any predecessor of the Company or Related Person; orrespective Purchase Agreements, (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller, each Seller under the respective Purchase Agreements, any DLT Acquired Company, any NSL Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company (as defined in the respective Purchase Agreements) or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Companies or any Acquired Company under the respective Purchase Agreements prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller, each Seller under the respective Purchase Agreements, any DLT Acquired Company, any NSL Acquired Company (as defined in the respective Purchase Agreements), any Lalande Acquired Company (as defined in the respective Purchase Agreements) or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date; provided, however, that Seller shall have no obligation to make any payment to Indemnified Persons under Sections 10.2 and 10.3 unless the aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Purchase Agreements exceeds the sum of (i) $50,000 in the aggregate under Sections 10.2 and 10.3 and under the corresponding sections of the Purchase Agreements and (ii) any amounts collected under the Acquired Companies' errors and omissions policies, it being understood that only after such sum is exceeded, shall the aggregate of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Purchase Agreements, subject to the following clause, be payable by Seller on demand; and further provided that Seller Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.7 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, and subject to the limitations set forth in Sections 10.5 and 10.6, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer and Seller will be entitled to jointly control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.213.2, Seller will shall indemnify and hold harmless Buyer and the other Buyer Indemnified Persons for, and will pay to Buyer and the other Buyer Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) incurred or suffered by or asserted against an Indemnified Person and arising, directly or indirectly, from or in connection with: (ai) any Environmental, Health, Health and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, operation or condition at any time on or prior to the Closing Date of the Facilities (whether real, personal or any other properties in mixed) which the Company Seller has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior conveyed to the Closing Date Buyer or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, Released or otherwise handled by Seller or by any other Person for whose conduct it is or may be held responsible from the Company or any predecessor of the Company or Related Person Facilities at any time on or prior to the Closing Date, Date or (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or by any other Person for whose conduct it is or may be held responsible at the Facilities prior to the Closing Date by the Company or any predecessor of the Company or Related PersonDate; or (bii) any bodily injury (including illness, disabilitydisability and death and regardless of when any such bodily injury occurred, and deathwas incurred or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or property damage, other damage of or to any Person, including any employee or former employee of Seller or any other Person for whose conduct it is or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Assets prior to the Closing Date or from Hazardous Material that was (i) present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released from the Facilities by the Company Seller or any predecessor of the Company other Person for whose conduct Seller is or Related Person may be held responsible, at any time on or prior to the Closing Date. The scope of Seller's agreement to indemnify and hold harmless includes any Damages under CERCLA and comparable state laws. Buyer and Seller will jointly control, and reasonably cooperate in, any Cleanup, any related Proceeding and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 13.3(a). The procedure described in Section 13.8 will apply to any claim solely for monetary damages relating to a matter covered by this Section 13.3(a).

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Acquired Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Acquired Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Acquired Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to by Seller or the Closing Date by the Acquired Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Acquired Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Acquired Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Acquired Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.210.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time since January 1, 1999 and prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property since January 1, 1999 and prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time since January 1, 1999 and prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company at any time since January 1, 1999 and prior to the Closing Date Date, or from Hazardous Material that was (i) present before or suspected to be present at any time since January 1, 1999 and prior to the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer will be entitled to control any cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 10.3. The procedure described in Section 10.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 10.3.

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.28.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date.. Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as provided in the following. sentence, any other Proceeding with respect to which indemnity may be

Indemnification and Payment of Damages by Seller -- Environmental Matters. In addition to the provisions of Section 5.26.2, Seller will indemnify and hold harmless Buyer, the Buyer Company, and the other Indemnified Persons for, and will pay to Buyer, the Buyer Company, and the other Indemnified Persons the amount of, any Damages (including reasonable costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest at any time during which the Company or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date interest, or (B) any Hazardous Materials (except those disclosed in Part 3.19 of the Disclosure Letter) or other contaminants that were present prior to the Closing Date due to the operations or activities of the Company or any predecessor of the Company or Related Person on the Facilities or such other properties and assets at any time during which the Company on or any predecessor of the Company or Related Person owned or operated the Facilities or such other property prior to the Closing Date; or (ii) (A) any Hazardous Materials (except those disclosed in Part 3.19 of the Disclosure Letter) or other contaminants contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, disposed, or otherwise handled by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted prior to the Closing Date by Seller or the Company or by any predecessor of the Company other Person for whose conduct they are or Related Personmay be held responsible; or (b) any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or property damage, other damage of or to any Person, including any employee or former employee of Seller or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from any Hazardous Activity (not in compliance with legal requirements) conducted with respect to the Facilities or the operation of the Company prior to the Closing Date Date, or from Hazardous Material (except those disclosed in Part 3.19 of the Disclosure Letter) that was (i) present on or before the Closing Date on or at the Facilities (or present on any other property, if such Hazardous Material (except those disclosed in Part 3.19 of the Disclosure Letter) emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Seller or the Company or any predecessor of the Company other Person for whose conduct they are or Related Person may be held responsible, at any time on or prior to the Closing Date. Buyer and Seller agree to jointly cooperate as to any Cleanup, any related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 6.3. The procedure described in Section 6.9 will apply to any claim solely for monetary damages relating to a matter covered by this Section 6.3. Buyer shall have a reasonable right of review and comment on any plan, writing or any other document, which is in any way related to the indemnity being provided herein, prior to its submission to any Governmental Authority. Any such liability for indemnification hereunder shall be limited to the minimum requirements necessary to comply with applicable Environmental Laws.