Indemnification for Environmental Matters. Subject to the terms and conditions of this Article X, 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 and Section 10.1 shall in no event exceed $3,000,000. 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 King Avenue Property at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3 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, 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 Property 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.
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 relating to or arising from any Environmental Law for which the Purchaser seeks indemnity in connection with the operation of the Business ("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. AWP hereby agrees, to indemnify, defend and hold harmless Karlsson, its Affiliates and each of their respective officers, directors, employees, agents, consultants, attorneys, and contractors (collectively, the “Karlsson Indemnified Parties”) for, from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses of every kind and character, including their reasonable attorneys’ fees and all court costs, incurred and expended, and occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions including any administrative or judicial proceedings and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Person whatsoever arising out of or related to: (a) the breach of any representation, warranty or covenant of AWP set forth in this Agreement; or (b) the failure of AWP or any AWP Authorized Person that conducts activities upon or provides services at or to the Real Estate to perform any material covenant or obligation under this Agreement; or (c) the construction, occupancy, operation or use of the Real Estate by AWP; and (d) the costs of correcting the conditions identified in the Diligence Update. The provisions of this Section 4 shall be in addition to and not in limitation of the provisions of the Deed of Trust and any other obligations and liabilities that AWP may have to Karlsson or any of the Karlsson Indemnified Parties under applicable statutes or at common law and shall survive the term of this Agreement as provided in Section 9. Notwithstanding the foregoing provisions of this Section 4, the obligations of AWP set forth in this Section 4 shall not extend to any losses, liabilities, injuries, damages, fines, penalties, costs and expenses as a result of any claims, demands, causes of action, suits and/or enforcement actions, including any administrative or judicial proceedings and any remedial, removal or response actions, related to, arising out of, resulting from or caused by (a) the acts or omissions of Karlsson or its Affiliates or their respective contractors, directors, officers, employees or agents on the Real Estate for which Karlsson shall indemnify, defend, release and hold harmless AWP and each of its officers, directors, employees, agents, consultants, attorneys, contractors and Affiliates and AWP Authorized Persons for, from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses of ever...
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. Landlord shall indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorneys' fees, consultant fees and expert fees (consultants and experts to be selected by Tenant) which arise from or in connection with the presence or suspected presence of toxic or hazardous substances in the soil, groundwater, or soil vapor on or under the Premises during the term of this Lease, unless the toxic or hazardous substances are present as a result of the conduct of Tenant, its officers, employees or agents. Without limiting the generality of the foregoing, the indemnification provided in this paragraph shall specifically cover costs incurred in connection with any investigation of the site conditions or any clean-up, remediation, removal or restoration work required by any federal, state, or local subdivision due to the presence or suspected presence of toxic or hazardous substances in the soil, groundwater, or soil vapor on or under the Premises, unless the toxic or hazardous substances are present as a result of the conduct of Tenant, its officers, employees or agents.
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:
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. 11.5.(a) Indemnification. Without limiting the generality of the foregoing, Company and each 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 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 being transferred to Buyer, 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.
