Common use of Indemnification for Environmental Liabilities Clause in Contracts

Indemnification for Environmental Liabilities. ACF shall indemnify and hold ARI harmless from and against any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of any Environmental Liability which relates to any action or inaction which occurred, or any condition, known or unknown, which existed, on or prior to the Effective Date and ARI shall indemnify and hold ACF harmless from and against any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of any Environmental Liability which relates to any action or inaction which occurs, or any condition which arises, after the Effective Date, excluding those resulting from ACF’s cleanup and closure activities after the Effective Date, as more fully described in Section 11.2 hereof. ARI shall not take any action not specifically permitted or required by this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the proceeding paragraph, including negotiating and/or agreeing to cleanup, remediate or settle such Environmental Liability, without the prior written approval of ACF. In the event that, notwithstanding the foregoing, ARI takes any of the foregoing actions with respect to any Environmental Liability without ACF’s prior written approval, ACF shall not be obligated to indemnify ARI for any costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of such Environmental Liability. In addition, ARI agrees to indemnify and hold ACF harmless from and against any costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from: (a) any breach of this Agreement, to the extent that such breach prejudices ACF’s ability to take any action which is permitted or contemplated by the terms of this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the first paragraph of this Section 11.1; or (b) any breach by ARI of the first sentence of this paragraph. Notwithstanding anything else in this Agreement to the contrary, ACF shall have no indemnification liability pursuant to this Section 11.1 if the basis for the matter for which indemnification is sought would not have been a violation of applicable environmental laws, as such laws are in effect on the Effective Date. ACF and ARI agree that, in the event of any litigation, arbitration or other judicial or governmental proceeding involving any Environmental Liability for which ARI or ACF is indemnified or entitled to be indemnified under this Section 11.1., the rights of the parties, as they relate to the control and defense thereof, shall be determined pursuant to Section 10.3 hereof.

Indemnification for Environmental Liabilities. ACF shall indemnify (a) Lessee agrees to indemnify, defend (with counsel reasonably acceptable to Lessor at Lessee’s sole cost) and hold ARI Lessor and the Lessor Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages except as set forth below), disbursements or expenses of any kind (including attorneys’ and experts fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Lessor or any of counsel) resulting Lessor Indemnitees in connection with or arising from or out of Lessee’s violation of any of its obligations set forth in Section 9.01; provided, however, that notwithstanding the foregoing, Lessee shall not be liable for indemnification of consequential damages arising out of any Environmental Liability which relates or based on claims brought by Lessor or Lessor’s employees. (b) Lessee agrees to any action or inaction which occurredindemnify, or any condition, known or unknown, which existed, on or prior defend (with counsel reasonably acceptable to the Effective Date and ARI shall indemnify Division at Lessee’s sole cost) and hold ACF Division and the Division Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Division or any of counsel) resulting Division Indemnitees in connection with or arising from or arising out of Lessee's violation of any Environmental Liability which relates to any action or inaction which occurs, or any condition which arises, after the Effective Date, excluding those resulting from ACF’s cleanup and closure activities after the Effective Date, as more fully described of its obligations set forth in Section 11.2 hereof. ARI shall not take any action not specifically permitted or required by this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the proceeding paragraph9.01; provided, including negotiating and/or agreeing to cleanuphowever, remediate or settle such Environmental Liability, without the prior written approval of ACF. In the event that, that notwithstanding the foregoing, ARI takes any of the foregoing actions with respect to any Environmental Liability without ACF’s prior written approval, ACF Lessee shall not be obligated to indemnify ARI liable for any costs, losses, claims, liabilities, fines, penalties, indemnification of consequential damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of such Environmental Liability. In addition, ARI agrees to indemnify and hold ACF harmless from and against any costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from: or based on claims brought by Division or Division’s employees.. (a) Nothing herein shall require Lessee to indemnify, defend and hold harmless Lessor or its employees, contractors or agents for any breach environmental liability arising from any Hazardous Materials which were present on the Leased Premises prior to the execution of this AgreementLease, except to the extent that such breach prejudices ACF’s ability to take any action which is permitted Lessee or contemplated by its employees, agents, or contractors exacerbates or mishandles the terms of this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the first paragraph of this Section 11.1; or (b) any breach by ARI of the first sentence of this paragraph. Notwithstanding anything else same in this Agreement to the contrary, ACF shall have no indemnification liability pursuant to this Section 11.1 if the basis for the matter for which indemnification is sought would not have been a violation of applicable environmental laws, as such laws are in effect on the Effective Date. ACF and ARI agree that, in the event of any litigation, arbitration or other judicial or governmental proceeding involving any Environmental Liability for which ARI or ACF is indemnified or entitled to be indemnified under this Section 11.1Law., the rights of the parties, as they relate to the control and defense thereof, shall be determined pursuant to Section 10.3 hereof.

Indemnification for Environmental Liabilities. ACF shall indemnify (a) Lessee agrees to indemnify, defend (with counsel reasonably acceptable to Lessor at Lessee’s sole cost) and hold ARI Lessor and the Lessor Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages except as set forth below), disbursements or expenses of any kind (including attorneys’ and experts fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Lessor or any of counsel) resulting Lessor Indemnitees in connection with or arising from or out of Lessee’s violation of any of its obligations set forth in Section 9.01; provided, however, that notwithstanding the foregoing, Lessee shall not be liable for indemnification of consequential damages arising out of any Environmental Liability which relates or based on claims brought by Lessor or Lessor’s employees. (b) Lessee agrees to any action or inaction which occurredindemnify, or any condition, known or unknown, which existed, on or prior defend (with counsel reasonably acceptable to the Effective Date and ARI shall indemnify Division at Lessee’s sole cost) and hold ACF Division and the Division Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Division or any of counsel) resulting Division Indemnitees in connection with or arising from or arising out of Lessee's violation of any Environmental Liability which relates to any action or inaction which occurs, or any condition which arises, after the Effective Date, excluding those resulting from ACF’s cleanup and closure activities after the Effective Date, as more fully described of its obligations set forth in Section 11.2 hereof. ARI shall not take any action not specifically permitted or required by this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the proceeding paragraph9.01; provided, including negotiating and/or agreeing to cleanuphowever, remediate or settle such Environmental Liability, without the prior written approval of ACF. In the event that, that notwithstanding the foregoing, ARI takes any of the foregoing actions with respect to any Environmental Liability without ACF’s prior written approval, ACF Lessee shall not be obligated to indemnify ARI liable for any costs, losses, claims, liabilities, fines, penalties, indemnification of consequential damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of such Environmental Liability. In additionor based on claims brought by Division or Division’s employees.. (c) Nothing herein shall require Lessee to indemnify, ARI agrees to indemnify defend and hold ACF harmless Lessor or its employees, contractors or agents for any environmental liability arising from and against any costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from: (a) any breach Hazardous Materials which were present on the Leased Premises prior to the execution of this AgreementLease, except to the extent that such breach prejudices ACF’s ability to take any action which is permitted Lessee or contemplated by its employees, agents, or contractors exacerbates or mishandles the terms of this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the first paragraph of this Section 11.1; or (b) any breach by ARI of the first sentence of this paragraph. Notwithstanding anything else same in this Agreement to the contrary, ACF shall have no indemnification liability pursuant to this Section 11.1 if the basis for the matter for which indemnification is sought would not have been a violation of applicable environmental laws, as such laws are in effect on the Effective Date. ACF and ARI agree that, in the event of any litigation, arbitration or other judicial or governmental proceeding involving any Environmental Liability for which ARI or ACF is indemnified or entitled to be indemnified under this Section 11.1Law., the rights of the parties, as they relate to the control and defense thereof, shall be determined pursuant to Section 10.3 hereof.

Indemnification for Environmental Liabilities. ACF shall indemnify (a) Lessee agrees to indemnify, defend (with counsel reasonably acceptable to Lessor at Lessee’s sole cost) and hold ARI Lessor and the Lessor Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages except as set forth below), disbursements or expenses of any kind (including attorneys’ and experts fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Lessor or any of counsel) resulting Lessor Indemnitees in connection with or arising from or out of Lessee’s violation of any of its obligations set forth in Section 9.01; provided, however, that notwithstanding the foregoing, Lessee shall not be liable for indemnification of consequential damages arising out of any Environmental Liability which relates or based on claims brought by Lessor or Lessor’s employees. (b) Xxxxxx agrees to any action or inaction which occurredindemnify, or any condition, known or unknown, which existed, on or prior defend (with counsel reasonably acceptable to the Effective Date and ARI shall indemnify Division at Xxxxxx’s sole cost) and hold ACF Division and the Division Indemnitees (as defined below) harmless from and against any all environmental liabilities and all costs, lossesliabilities and obligations, penalties, claims, liabilitieslitigation, finesdemands, penaltiesdefenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind (including attorneys’ and experts’ fees and fees and expenses (including court costs and reasonable fees and disbursements incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by or asserted or awarded against Division or any of counsel) resulting Division Indemnitees in connection with or arising from or arising out of Lessee's violation of any Environmental Liability which relates to any action or inaction which occurs, or any condition which arises, after the Effective Date, excluding those resulting from ACF’s cleanup and closure activities after the Effective Date, as more fully described of its obligations set forth in Section 11.2 hereof. ARI shall not take any action not specifically permitted or required by this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the proceeding paragraph9.01; provided, including negotiating and/or agreeing to cleanuphowever, remediate or settle such Environmental Liability, without the prior written approval of ACF. In the event that, that notwithstanding the foregoing, ARI takes any of the foregoing actions with respect to any Environmental Liability without ACF’s prior written approval, ACF Lessee shall not be obligated to indemnify ARI liable for any costs, losses, claims, liabilities, fines, penalties, indemnification of consequential damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from or arising out of such Environmental Liability. In additionor based on claims brought by Division or Division’s employees.. (c) Nothing herein shall require Lessee to indemnify, ARI agrees to indemnify defend and hold ACF harmless Lessor or its employees, contractors or agents for any environmental liability arising from and against any costs, losses, claims, liabilities, fines, penalties, damages and expenses (including court costs and reasonable fees and disbursements of counsel) resulting from: (a) any breach Hazardous Materials which were present on the Leased Premises prior to the execution of this AgreementLease, except to the extent that such breach prejudices ACF’s ability to take any action which is permitted Lessee or contemplated by its employees, agents, or contractors exacerbates or mishandles the terms of this Agreement with respect to any Environmental Liability for which ACF is or may be required to indemnify ARI pursuant to the first paragraph of this Section 11.1; or (b) any breach by ARI of the first sentence of this paragraph. Notwithstanding anything else same in this Agreement to the contrary, ACF shall have no indemnification liability pursuant to this Section 11.1 if the basis for the matter for which indemnification is sought would not have been a violation of applicable environmental laws, as such laws are in effect on the Effective Date. ACF and ARI agree that, in the event of any litigation, arbitration or other judicial or governmental proceeding involving any Environmental Liability for which ARI or ACF is indemnified or entitled to be indemnified under this Section 11.1Law., the rights of the parties, as they relate to the control and defense thereof, shall be determined pursuant to Section 10.3 hereof.