Landfill Liabilities. From and after the Closing (should the Closing occur) and excluding any Excluded Liabilities (as defined below), Purchaser shall be responsible for compliance with Environmental Laws and existing Landfill permits in its ownership, operation and use of the Property for the period following the Closing, including satisfaction of those certain corrective actions related to the 2022 Directors Order and financial assurance obligations required by the Landfill Permits provided however, Purchaser shall not be responsible for closure and post-closure obligations with respect to the currently permitted Class I Landfill unless Purchaser shall have obtained the final and unappealable Permit resulting from the pending Class I Expansion Application. “Excluded Liabilities” means (i) any proceeding against County related to the Landfill or the ownership, operation or use of any of the Landfill and/or the Property arising on or prior to the Closing Date (but excluding those obligations and corrective actions and obligations set forth in the 2022 Directors Order and Settlement Agreement which is being assumed by Purchaser); (ii) any other liabilities of any nature whatsoever, whether legal or equitable, known or unknown, or matured or contingent, arising out of or in connection with or related to the ownership, lease, operation, performance or use of the Landfill and/or the Property arising on or prior to the Closing Date; and (iii) if Purchaser does not obtain the final and unappealable Permit resulting from the pending Class I Expansion Application Permit, all closure and post-closure obligations with respect to the current Landfill (including the Class I and Class III areas) shall be retained with the County at all times and for all purposes, which shall require Purchaser to promptly deliver or cause to be delivered a Deed, Bill of Sale and Assignment of Intangible Property for the transfer of the Property from Purchaser back to County at Purchaser’s sole cost and without refund of the Purchase Price nor Xxxxxxx Money Deposit. For clarity, all Excluded Liabilities shall remain with the County at all times.
Landfill Liabilities. Although County will be retaining ownership of the Landfill, Contractor shall assume all liabilities related to the ownership or possession of the Landfill arising on or after the Effective Date including liability arising out of: (i) any Remediation determined necessary or desirable by Contractor or required by the Permits, Applicable Law or any Governmental Authority; (ii) any Environmental Conditions; (iii) the ownership or possession of any equipment, structures, fixtures, surface impoundments or any other facility used for the treatment, storage, handling or disposal of Hazardous Substances, leachate and/or landfill gas; (iv) liabilities concerning the Landfill and other solid waste handling operations on the Landfill Land conducted by Contractor or its subcontractors after the Effective Date and arising pursuant to Applicable Law, Permits and Governmental Authorities; (v) Closure and Post-Closure Obligations and (vi) taxes (including property, business and income taxes) incurred and assessed after the Effective Date. Notwithstanding the foregoing, Assumed Liabilities shall not include liabilities under this Section to the extent arising out of or caused by the HHW Facility, Compost Facility or any future compost facility, to the extent such facilities continue to be operated by a third party over whom Contractor has no control, or any Closed County Landfill, including but not limited to any leachate or landfill gas migrating from any Closed County Landfill. The foregoing Assumed Liability and the indemnity associated therewith in Section 6.1(a) (iii) is intended to operate as an agreement pursuant to section 107(e) of CERCLA, 42 U.S.C. §9607(e), and California Health & Safety Code §25364, to defend, protect, hold harmless and indemnify the City from all losses and liabilities described in this subsection 5.1 (b).
Landfill Liabilities. (a) (a) Landfill Liabilities other than Environmental Conditions, Remediation and Closure and Post-Closure Obligations. Contractor shall assume all Liabilities and Losses related to the ownership, possession, use or operation of the Landfill arising on or after the Effective Date, including those arising out of any: (i) work determined necessary or desirable by Contractor; (ii) the ownership, operation, use or possession of any equipment, structures, fixtures, surface impoundments or any other facility used for operation of the Landfill, including the treatment, storage, handling or Disposal of Hazardous Substances, Leachate and/or Landfill Gas; (iii) all operations conducted at or associated with the Landfill or the business conducted on the Landfill; (iv) compliance with the Permits and Applicable Law including Financial Assurance; and (v) taxes (including property, business and income taxes). (b) (b) Landfill Liabilities for Environmental Conditions, Remediation and Closure and Post-Closure Obligations. Contractor shall assume all Liabilities and Losses related to Environmental Conditions, Remediation, or Closure and Post-Closure Obligations arising before, during or after the Effective Date. Notwithstanding the foregoing, Contractor shall not assume Liabilities or Losses related to the County’s past costs or expenses for Environmental Conditions, Remediation or Closure and Post-Closure Obligations.
