Common use of Indemnification for Environmental Matters Clause in Contracts

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 shall prove untrue in any material respect.

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)X, MagneTek Seller shall indemnify and hold Buyer Indemnified Persons harmless from and against all Losses resulting from claims or demands by any Governmental Authority Agency 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 Seller's use and/or occupancy of any premises owned or used by Sellers Seller prior to the Closing Date (a "Seller Facility") or to Hazardous Substances Materials transported offsite from a Seller Facility for treatment, storage or disposal prior to the Closing Closing, (b) are not attributable to acts or omissions (whether before or after the Closing) that are within the Knowledge of Buyer and (bc) 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 MagneTekSeller's aggregate liability under this Section 10.3(a), Section 10.3(b) 10.3 and Section 10.1 shall in no event exceed $6,000,0005,000,000. MagneTekSeller's indemnification liability hereunder (and its remediation obligation under Section 6.4) 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 Division Property at any time. MagneTekSeller's obligation to indemnify Buyer under this Section 10.3(a10.3 (but not the covenant of Seller to perform remediation pursuant to Section 6.4, which is governed by Section 10.1 hereof) shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek Seller 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 Seller shall have no obligation to indemnify any Buyer Indemnified Person with respect to conditions that existed prior to the utilization Seller's use or occupancy of the King Avenue Facility that commenced in 1933any Seller Facility. Buyer shall indemnify and hold each Seller Indemnified Person harmless from and against all Losses resulting from claims or demands by any Governmental Authority Agency or third-private 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 shall prove untrue in any material respect.

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)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) either (i) are attributable to the use and/or occupancy of any premises owned or used by Sellers prior to the Closing Date (a "Seller Facility") Brownsville Facility or to Hazardous Substances transported offsite from a Seller the Brownsville Facility for treatment, storage or disposal prior to the Closing or (ii) are attributable to the use and/or occupancy of the Mexico Facility or to Hazardous Substances transported offsite from the Mexico Facility for treatment, storage or disposal prior to the Closing and such Losses and claims or demands are made by a third party as aforesaid and arise under Mexican Environmental Law; 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) 10.3 and Section 10.1 shall in no event exceed $6,000,0002,000,000. 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 Brownsville or Mexico Facilities or any other facility of either Seller at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3(a) 10.3 shall expire on the second anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek each Seller 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 any condition or circumstance relating to the Brownsville Facility or the Brownsville Business prior to the utilization of the King Avenue Brownsville Facility that commenced in 19331983, or with respect to any condition or circumstance relating to the Mexico Facility or the Mexico Business prior to Seller's acquisition of Glasmex. In addition, Magnetek shall have no obligation to indemnify Buyer in respect of the matter referred to in item 6 of Schedule 2.5 hereto, and such matter shall not contribute to the $50,000 deductible hereunder. 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 the use and/or occupancy of any Seller Facility. Moreover, notwithstanding Section 10.3(b) by Buyer or any other provision hereof, no Affiliate of Buyer Indemnified Person shall be indemnified of the Brownsville 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 shall prove untrue in any material respectMexico Facility.

Indemnification for Environmental Matters. (a) Subject to the terms and conditions of this Article X X, Sellers, jointly and except as set forth below in Section 10.3(b)severally, MagneTek shall indemnify and hold Buyer Indemnified Persons harmless from and against all Losses (i) resulting from claims or demands by any Governmental Authority or any third party which is unrelated to Buyer or its Affiliates arising under (A) any Environmental Law Law, or (B) under any common law tort claim theory applicable to Hazardous Materials or (ii) Hazardous Materials remediation otherwise specifically required to be performed or conducted by any Environmental Law, in each case to the extent such Losses (a) are attributable attributable, based on events, facts or circumstances existing or occurring prior to the use and/or occupancy of Closing Date, to the Business or any premises owned owned, operated or otherwise used by Sellers either Seller prior to the Closing Date including, without limitation, any Business Property (a "Seller Facility") or to Hazardous Substances Materials transported offsite from a Seller Facility for treatment, storage storage, disposal or disposal otherwise prior to the Closing Date and (b) exceed, on a cumulative basis together with Losses for which Buyer is indemnified under clause (a) of Section 10.1, an amount equal to $50,000; 500,000 (but only to the extent of such excess excess); and PROVIDED, FURTHER, that MagneTek's Sellers' aggregate liability under clause (a) of this Section 10.3(a)10.3, Section 10.3(b10.1 and clause (c) and of Section 10.1 (with respect to Excluded Liabilities other than Specifically Excluded Liabilities) shall in no event exceed $6,000,00015,000,000. MagneTek's Sellers' 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 Business Property at any time, other than any reasonably necessary to remediate or contain friable asbestos at the Closing Date, which shall be included in the indemnification provided in this Section 10.3. MagneTek's Sellers' obligation to indemnify Buyer under this Section 10.3(a) 10.3 shall expire on the second third anniversary of the Closing Date, and Buyer hereby expressly releases MagneTek Sellers, but not any Person (other than successors and assigns of, or Indemnified Persons related to, either Seller) from and after such second third 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 Sellers harmless from and against all Losses resulting from claims or demands by any Governmental Authority or third-private party that is unrelated to Sellers arising under any Environmental Law Law, or under any common tort claim theory applicable to Hazardous Materials to the extent such Losses are attributable to Buyer's use and/or occupancy operation of any Seller Facility. Moreover, notwithstanding Section 10.3(bBusiness Property (but not as to Hazardous Materials present at such property on or prior to the Closing Date) or any other provision hereof, no Buyer Indemnified Person conduct of the Business (whether by commission or omission) after the Closing Date. Nothing in this Section 10.3 shall be indemnified or held harmless by MagneTek, and Buyer shall indemnify and hold harmless each Seller Indemnified Person, interpreted to limit Buyer's obligations in respect of the extent any representation or warranty Asbestos Claims as set forth in any Key Employee Certificate shall prove untrue in any material respectSection 8.9.

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)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 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) 10.3 and Section 10.1 shall in no event exceed $6,000,0003,000,000. 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 King Avenue Property at any time. MagneTek's obligation to indemnify Buyer under this Section 10.3(a) 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 and except as set forth below in Section 10.3(b)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 Facility 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-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 shall prove untrue in any material respect.

Indemnification for Environmental Matters. (a) Subject Buyer shall provide written notice to the terms and conditions Seller pursuant to Section 10.2 hereof of this Article X and except as set forth below in any fact or circumstance of which it becomes aware that has, or would reasonably be expected to result in, any Adverse Consequence for which a Buyer Indemnified Party may seek indemnity pursuant to Section 10.3(b9.2(a)(ii) or Section 9.2(a)(vi) (“Environmental Adverse Consequences”), MagneTek and Buyer shall indemnify and hold Buyer Indemnified Persons harmless from and against all Losses resulting from claims or demands provide Seller with written notice of any written claim received by any Governmental Authority Buyer, the Company or any third party which is unrelated of its Subsidiaries that relates to, or would reasonably be expected to Buyer or its Affiliates arising under give rise to, any Environmental Law Adverse Consequences, within fifteen (15) days of receipt of such claim; provided, however, that the failure on the part of Buyer to provide the notices described in this sentence shall not impair the right of any Indemnitee to indemnification hereunder except to the extent that Seller is actually prejudiced by such Losses failure. Such notice (aeach, an “Environmental Notice”) are attributable shall specify in reasonable detail, to the use and/or occupancy extent known, the nature of the Environmental Adverse Consequences and the estimated amount to remediate the condition giving rise to the Environmental Adverse Consequences, to the extent it is then quantifiable (which estimate shall not be conclusive of the final amount of any premises owned losses). An Environmental Notice shall be delivered within fifteen (15) calendar days of a Buyer Indemnified Party receiving written notice of any third-party claim or used action by Sellers prior to a Governmental Authority, and within thirty (30) calendar days of a Buyer Indemnified Party becoming aware of any other fact or circumstance described above. In the Closing Date (a "event that Seller Facility") or to Hazardous Substances transported offsite from a is in any respect prejudiced by any breach of the covenants set forth in the preceding sentence, 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 shall not 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 prejudice 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 obligated to indemnify any Buyer Indemnified Person with Party in 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 related 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 shall prove untrue in any material respectAdverse Consequences.