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. 36 10.4 Losses Net of Insurance, Etc......................... 36 10.5
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 relating to or arising from any Environmental Law for which the Purchaser seeks indemnity ("ENVIRONMENTAL LOSSES"), the Purchaser shall provide notice to the Seller pursuant to Section 12.9 hereof specifying in reasonable detail, to the extent known, the nature of the Environmental Losses and, if the Losses relate to remedial liability, 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).
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, 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. Subject to the terms and conditions of this Article IX, following the Closing, Seller shall indemnify Buyer, each of its Affiliates, and their respective successors, assigns, officers, directors, employees and agents against, and hold them harmless from, any Loss suffered or incurred by any such Indemnified Person, whether such Loss exists or accrues prior or subsequent to the Closing Date, arising or resulting from or based upon (a) any breach of any representation or warranty of Seller contained in Section 5.17 (Environmental Matters) of this Agreement or any other representation or warranty to the extent relating to Environmental Laws or Hazardous Materials (it being agreed and acknowledged by the parties that for purposes of Buyer's right to indemnification pursuant to this Section 9.3 the representations and warranties of Seller relating to Environmental Laws or Hazardous Materials shall be deemed not qualified by (x) any references therein to materiality generally or to whether or not any breach results or may result in a Business Material Adverse Effect or (y) the first paragraph of Article V), or (b) any noncompliance with or violation of any Environmental Laws or any Release of Hazardous Materials, in each case only to the extent arising out of and during Seller's operation of the Business or Seller's leasing, ownership or operation of the Facilities; provided, however, that (i) Seller shall have no liability under this Section 9.3 unless the aggregate of all Losses arising hereunder for which Seller would otherwise, but for this proviso, be liable exceeds $500,000 and then only to the extent of such excess, and (ii) Seller's aggregate liability under this Section 9.3 shall in no event exceed $7,500,000.
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).
Indemnification for Environmental Matters. 32 12.5.(a) Indemnification 32 12.5.(b) Transfers of Permits 32 12.6. Limitations on Indemnification 32 12.6.(a) Time Limitation 32 12.6.(b) Basket 33 12.6.(c) General 33 12.7. No Waiver 33 13. CLOSING 33 13.1. Documents to be Delivered by Sellers and Members 33 13.1.(a) Bills of Sale 33 13.1.(b) Compliance Certificate 33 13.1.(c) Opinion of Counsel 34
Indemnification for Environmental Matters. Without limiting the generality of the foregoing, West Bend agrees to indemnify, reimburse, hold harmless and defend BCBS, BCBS' affiliates and CMS 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 is related to CMS' or any previous owner's or operator's ownership, operation or occupancy of the properties and assets owned or used by CMS prior to the Closing, but only to the extent such Claims arise out of conditions or circumstances that existed, or were caused, prior to the Closing. XXXXX XXXXXXXX XXXXXXXXX
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
