Indemnification for Environmental Matters. (a) Subject to the terms and conditions of this Article X and except as set forth below in Section 10.3(b), MagneTek shall indemnify and hold Buyer Indemnified Persons harmless from and against all Losses resulting from claims or demands by any Governmental Authority or any third party which is unrelated to Buyer or its Affiliates arising under any Environmental Law to the extent such Losses (a) are attributable to the use and/or occupancy of any premises owned or used by Sellers prior to the Closing Date (a "Seller Facility") or to Hazardous Substances transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing and (b) exceed, on a cumulative basis with Losses for which Buyer is indemnified under Section 10.1, an amount equal to $50,000; but only to the extent of such excess and PROVIDED, FURTHER, that MagneTek's aggregate liability under this Section 10.3(a), Section 10.3(b) and Section 10.1 shall in no event exceed $6,000,000. MagneTek's indemnification liability hereunder shall in no event be construed to extend to or include any remediation or other liability arising as a result of the presence or removal of asbestos in or upon any of the improvements located on the Railroad SBU Property at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3(a) shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek from and after such second anniversary from any liability in respect of the matters covered by such indemnification, whether arising by statute or common law, or otherwise. Notwithstanding the foregoing and except as set forth below in Section 10.3(b), MagneTek shall have no obligation to indemnify any Buyer Indemnified Person with respect to conditions that existed prior to the utilization of the King Avenue Facility that commenced in 1933. Buyer shall indemnify and hold each Seller Indemnified Person harmless from and against all Losses resulting from claims or demands by any Governmental Authority or third-party arising under any Environmental Law to the extent such Losses are attributable to Buyer's use and/or occupancy of any Seller Facility. Moreover, notwithstanding Section 10.3(b) or any other provision hereof, no Buyer Indemnified Person shall be indemnified or held harmless by MagneTek, and Buyer shall indemnify and hold harmless each Seller Indemnified Person, to the extent any representation or warranty in any Key Employee Certificate ...
Indemnification for Environmental Matters. 39 10.4 Losses Net of Insurance, Etc. . . . . . . . . . . . .40
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, each Shareholder, jointly and severally, agrees to indemnify, reimburse, hold harmless and defend Buyer, Buyer's affiliates and Company for, from, and against all Claims asserted against, imposed on, or incurred by any such person, directly or indirectly, in connection with any pollution, threat to the environment, or exposure to, or manufacture, processing, distribution, use, treatment, generation, transport or handling, disposal, emission, discharge, storage or release of Waste that (A) is related in any way to Company's or any previous owner's or operator's ownership, operation or occupancy of the business, properties and assets owned or used by Company, and (B) in whole or in part occurred, existed, arose out of conditions or circumstances that existed, or was caused on or before the Closing Date.
Indemnification for Environmental Matters. (a) With respect to any Losses for a breach of a representation or warranty contained in Section 4.15 or Section 4.17 to the extent pertaining to or relating to or arising from any Environmental Law for which the Purchaser is entitled to indemnification pursuant to this Section 10 in connection with the operation of the Business or the Leased Real Property (“Environmental Losses”), the Purchaser shall provide notice to the Seller pursuant to Section 12.8 hereof specifying in reasonable detail, to the extent known, the nature of the Environmental Losses and the estimated amount to remediate the condition giving rise to the Environmental Losses, to the extent it is then quantifiable (which estimate shall not be conclusive of the final amount of any Environmental Losses).
(b) The Seller shall have the right to control and investigate and/or remediate any condition giving rise to a claim or demand for indemnification by the Purchaser under this Agreement with respect to any Environmental Losses; provided, however, that if after written notice and a reasonable opportunity to cure the Seller does not exercise such right, the Purchaser may exercise such right without prejudice to the Purchaser’s rights to indemnification for any Environmental Losses. The Seller and its employees, contractors, representatives and agents shall have reasonable access upon at least seventy-two (72) hours of advance notice and at reasonable times to the facilities of the Business for the purpose of conducting any investigation and/or remediation, including any sampling or monitoring required to be performed by the Seller after the Closing Date or at any time thereafter. The Seller and its employees, contractors, representatives and agents shall use commercially reasonable efforts to minimize disruption to the Business as a result of conducting any such investigation or remediation. Each of the Seller and the Purchaser shall indemnify, defend and hold harmless each other from any Losses arising from or related to their respective gross negligence or willful misconduct during performance of any investigation or remediation by the Seller. The Seller shall manage any investigation or remediation in good faith and in a responsible manner, and any activities conducted in connection therewith shall be undertaken and completed using commercially reasonable efforts, taking into account the schedules and approvals as agreed with the applicable Governmental Entity.
(c) The Purchaser shall be ent...
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, Principal Shareholder agrees to indemnify, reimburse, hold harmless and defend Buyer, Buyer's affiliates and Company for, from, and against all Claims asserted against, imposed on, or incurred by any such person, directly or indirectly, in connection with any pollution, threat to the environment, or exposure to, or manufacture, processing, distribution, use, treatment, generation, transport or handling, disposal, emission, discharge, storage or release of Waste that (A) is related in any way to Company's or any previous owner's or operator's ownership, operation or occupancy of the business, properties and assets owned or used by Company, and (B) in whole or in part occurred, existed, arose out of conditions or circumstances that existed, or was caused on or before the Closing Date.
Indemnification for Environmental Matters. (a) From and after the Closing and subject to the provisions of this Article IX (including the limitations set forth in Section 9.04), (w) Seller agrees, (x) Seller and Delaware City Refining, jointly and severally agree with respect to the Delaware City SMR and related Transferred Assets, (y) Seller and Xxxxxxxx Refining, jointly and severally agree with respect to the Xxxxxxxx SMRs and related Transferred Assets, and (z) Seller and Torrance Refining, jointly and severally agree with respect to the Torrance SMRs and related Transferred Assets, to pay and to indemnify fully, hold harmless and defend each Purchaser Indemnified Party from and against all Damages suffered by a Purchaser Indemnified Party arising out of or relating, directly or indirectly, to:
(i) contamination or pollution (including any Environmental Claims relating thereto) to the extent related to the Transferred Assets or the Easement Area, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing, including all on-site storage, disposal, migration or presence of Hazardous Materials, whether or not such matters are identified in Section 3.10 of the Seller Disclosure Schedule;
(ii) all Environmental Claims regarding, or Releases or threatened Releases relating to or arising, directly or indirectly, as a result of, or contamination, pollution: (A) resulting specifically from those matters identified in Section 9.02(a)(ii) of the Seller Disclosure Schedule or the off-site transportation, storage, disposal, migration or presence of Hazardous Materials from any property or operations of the Transferred Assets or ownership and operation of the Transferred Assets or the Easement Area, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing; or (B) caused by any Person other than a Purchaser Indemnified Party or any of their employees, agents or contractors whether before or after the Closing; or (C) resulting from or relating to any Excluded Asset or Excluded Liability, but in any event excluding any condition or circumstance caused by a Purchaser Indemnified Party or any of their employees, agents or contractors, whether before or after the Closing;
(iii) any non-compliance by, for or relating to the Transferred Assets or the ownership and operation of the Transferred Assets with any Environmental ...
Indemnification for Environmental Matters. Notwithstanding anything in these Terms to the contrary, as of the Devens Closing, Bxxxxx Road shall indemnify, defend and hold harmless MassDevelopment and its affiliates, agents, officers, directors, successors and assigns (“Indemnitees”) from and against all liabilities, claims, costs, damages, losses, liens, obligations, penalties, claims, litigation, demands, judgments, suits, and expenses (including, without limitation, testing, site evaluation, attorneys' fees and disbursements, and expert witnesses or consultants, and consequential and incidental damages) of any kind or of any nature whatsoever which may be made, assessed against or otherwise incurred by any Indemnitee and which arise out of or relate to the use, handling, generation, manufacture, production, emission, discharge, release, threatened release, disposal, arrangement for disposal, cleanup, migration, decontamination, testing of Environmental Contamination on, under, or from the Property, whether or not lawful or intentional, except to the extent such Environmental Contamination resulted directly and solely from an act or omission of Indemnitee, and whether or not such Environmental Contamination is discovered before the Devens Closing . The scope of this indemnity obligation includes, but is not limited to: (i) consequential damages, (ii) the cost of any repair, cleanup or detoxification of the Property or other affected properties to the full extent required by Environmental Laws, including but not limited to the provisions of M.G.L. c. 21E and the MCP, 310 CMR 40.0000 (with or without the imposition of Activity and Use Limitations, as that term is defined in M.G.L. c. 21E, or other Property use restrictions); (iii) the costs incurred by any government entity or third party in responding to the Environmental Contamination; and (iv) liability for personal injury or property damage arising under a statutory or common law tort theory. This indemnity shall survive the Devens Closing and delivery of the Deed, or the termination of the agreements hereunder.
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, Company and the Shareholder, jointly and severally (hereinafter collectively referred to in this Section 11.5 jointly and severally as "Sellers"), agree to indemnify, reimburse, hold harmless and defend Buyer for, from, and against all Claims asserted against, imposed on, or incurred by Buyer, directly or indirectly, in connection with any Identified Releases to the extent provided in the Environmental Indemnity Agreement to be entered into pursuant to Section 2.2(f).
Indemnification for Environmental Matters. 52 7.2 Amendment....................................................... 52 7.3 Notices......................................................... 52 7.4 Waivers......................................................... 53 7.5 Counterparts.................................................... 54 7.6 Interpretation.................................................. 54 7.7
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, Parent and Seller each, jointly and severally agree to indemnify, reimburse, hold harmless and defend Purchaser for, from and against all Losses asserted against or imposed on Purchaser in connection with Hazardous Substances at the Leased Premises that is not related to Purchaser's activities on the Leased Premises.
