Indemnified Environmental Matters Sample Clauses

Indemnified Environmental Matters. (A) If a Buyer Indemnitee becomes aware of any Events that are likely to give rise to an indemnification claim under (i) Section 8.2(a)(i) (with respect to the representations and warranties set forth in Section 4.17), (ii) Section 8.2(a)(ii) (with respect to the Excluded Liabilities set forth in Section 2.4(h)) or (iii) items one (1) through six (6) set forth in Section 8.2(a) of the Disclosure Schedules (collectively, “Indemnified Environmental Matters”), the Buyer Indemnitees shall promptly give notice (“Environmental Claim Notice”) to Seller and the Member. Failure of the Buyer Indemnitees to give an Environmental Claim Notice pursuant to this Section 8.2(c)(iv)(A) shall not relieve Seller or the Member of their obligations, except to the extent that Seller or the Member are actually materially prejudiced by such failure. Within thirty (30) days of providing any Environmental Claim Notice, the Buyer Indemnitees shall elect whether to assume the defense or control of such Indemnified Environmental Matter; provided, however, the foregoing notwithstanding, prior to any such election, the Buyer Indemnitees may take any action necessary to preserve any defense or appeal rights, including any request to a Governmental Authority to reconsider the terms and conditions of any Order or any notice of appeal of an Order to a Governmental Authority. If the Buyer Indemnitees elect to assume the defense or control (including the planning or implementation of any investigation, remediation or other response action) of the Indemnified Environmental Matter, the Buyer Indemnitees shall, without prejudice to any of their rights hereunder, defend or control such Indemnified Environmental Matter at the Member’s expense.

Indemnified Environmental Matters. 43 ARTICLE XI DEFINITIONS ARTICLE XII GENERAL PROVISIONS

Indemnified Environmental Matters. 46 ARTICLE XI DEFINITIONS iii <PAGE> ARTICLE XII GENERAL PROVISIONS 12.1 Expenses With Respect to Transaction..................................59 12.2

Indemnified Environmental Matters. (a) (1) Sellers hereby agree to indemnify the Buyer Indemnified Parties in respect of any and all Losses incurred by the Buyer Indemnified Parties, including, without limitation, Losses relating to Remediation or for third party claims for property damage or personal injury, in connection with Hazardous Substances that were disposed of or released into soils, groundwater, surface water, sediments or similar environmental media, prior to the Closing Date, at any of the real property that is or has been owned, leased or operated by the Company (the "Real Property").

Indemnified Environmental Matters. (a) (1) Seller Parties hereby agree to indemnify the Buyer Indemnified Parties in respect of any and all Losses incurred by the Buyer Indemnified Parties, including, without limitation, Losses relating to Remediation or for third party claims for property damage or personal injury, in connection with Hazardous Substances that were disposed of or released into soils, groundwater, surface water, sediments or similar environmental media, prior to the Closing Date, at any of the real property that is or has been owned, leased or operated by the Meat Processing Business or the Retail Store Business (the "Real Property").

Indemnified Environmental Matters. As used herein "Indemnified Environmental Matters" shall mean any claim, damage, losses, liabilities, costs and expenses of any nature whatsoever related to the Xxxxxxxx-Mesena Road Landfill located in Thomson, Georgia including but not limited to claims, damages, losses, liabilities, costs and expenses in the action filed in the Superior Court of Richmond County, Georgia styled Xxxxxxx X. Xxxxx et al. x. Xxxxx X. Xxxx et al.