Common use of Responsibility for Environmental Matters Clause in Contracts

Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing Date, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for all Liability. (c) The parties acknowledge and agree that with respect to those sites with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks, tanks and Store sites subsequent to the First Closing, and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for such Liability. (d) The parties acknowledge and agree that those sites listed on Schedule 11.3(d) were contaminated by third-party owners or operators prior to Seller’s, Seller’s Affiliates’ or Seller’s Designates’ acquisition or operation of said sites. Seller or Seller’s Affiliates obtained indemnity agreements from third parties with respect to Remediation obligations on these sites (the “Indemnity Agreements”), which Indemnity Agreements are listed on Schedule 11.3(d). Seller shall use its best efforts to assign, or cause to be assigned, as applicable, the Indemnity Agreements to Purchaser at the First Closing or Second Closing, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser agrees that, from and after the First Closing and Second Closing, as applicable, it shall seek performance of such indemnity obligations solely from the third-party indemnitors pursuant to the Indemnity Agreements and Trust Funds, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, upon assignment of the Indemnity Agreements, Seller, Seller’s Affiliate and Seller’s Designates shall have no further obligation or Liability whatsoever regarding environmental matters at these sites. Notwithstanding the foregoing provisions of this paragraph, but subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser, under the Seller Designate Real Property Subleases, shall be solely responsible for all Liability related to the Petroleum Equipment and operations of the Stores from and after the First Closing Date.

Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred and were identified, as set forth on Schedule 11.3(a), prior to Closing, the First Seller shall be responsible for such assessment, remediation or claim, which responsibility may be satisfied by qualification of such assessment, remediation or claim for coverage (including, without limitation, payment or waiver of applicable deductibles) under the Trust Fund or by performance of all remediation required by applicable law and performance of all other obligations required herein at no cost to the Purchaser. Through Closing, the Seller shall be responsible for registration of all Tanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Trust Fund. Seller shall have no responsibility for lack of coverage due to a shortage of funds in, or insolvency of, the Trust Fund. Schedule 11.3(a) may be updated prior to Closing and by Purchaser to list any leaks, releases, spills or discharges of Petroleum Products which are identified up to the date of Closing. With respect to any matters identified on Schedule 11.3(a), as between the parties, the Seller shall be have the right to undertake any investigation, negotiation (with governmental authorities or third parties), remediation, or other work. Purchaser shall grant Seller such access to the Store Sites as Seller shall reasonably require to effect any such investigation, remediation, or other work, provided that Seller will provide Purchaser with reasonable advance notice of such access (except in an emergency) and remain solely responsible shall use all reasonable efforts to avoid interference with Purchaser's operations and provide Purchaser with such access and indemnity agreement as Purchaser may reasonably request. When any such site has qualified for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunderreimbursement, Purchaser shall assume administrative oversight thereof. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate *Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Securities and under Section 7.7 of this Agreement, Exchange Commission and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closingmarked "CONFIDENTIAL TREATMENT." (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the The Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Closing. The Purchaser shall be solely responsible for any assessment or Remediation remediation required by Governmental Authority, by Law and any third-third party claims to the extent arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were are not identified on Schedule 11.3(a) before or occur subsequent to Closing at any of the First Closing DateStore sites, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant hereby assigns its rights and operator, shall be solely responsible claims against third parties relating to such assessments and remediation for all Liabilitywhich Purchaser is responsible. (c) The parties acknowledge and agree that Except as specifically provided in Section 5.16, Seller makes no representations or warranties whatsoever with respect to those sites the environmental condition of the Real Property, or with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks, tanks and Store sites subsequent respect to the First Closing, and (ii) the Purchaser shall be solely responsible for presence or disposal of any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances hazardous wastes, PCB's, PCB-containing materials, asbestos-containing materials, or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for such Liabilitywaste oil. (d) The parties acknowledge provisions of Section 11.3 shall neither supersede nor obviate the representations and agree warranties of the Seller contained in Section 5.16(g). (e) Notwithstanding any other provision of this Agreement, Seller's total responsibility and Liability under this Agreement arising out of or with respect to the Identified Conditions as of the date hereof respecting Store Number 77, Store Number 28, and Store Number 43 shall be satisfied and discharged as set forth in this Paragraph (e). (i) Seller shall, at or prior to Closing, obtain and deliver to Purchaser three letters of credit (the "Letters of Credit") in the amounts of $******* with respect to Store No. 77, $****** with respect to Store Number 28, and $****** to Store Number 43. (ii) The Letters of Credit shall be issued by Branch Banking & Trust Company (or another bank acceptable to Purchaser), shall be in form and substance reasonably satisfactory to Purchaser and its counsel, shall name Purchaser as the beneficiary thereof, and shall provide that those sites listed on Schedule 11.3(d) were contaminated Purchaser may draw thereon by certifying in writing to the issuer thereof that Purchaser has incurred costs in connection with the assessment or remediation required by law or any third-party owners or operators prior to Seller’s, Seller’s Affiliates’ or Seller’s Designates’ acquisition or operation of said sites. Seller or Seller’s Affiliates obtained indemnity agreements from third parties claims with respect to Remediation obligations on these sites the Identified Condition for the respective Store. (iii) The Letters of Credit shall be issued for a term of one year, and Seller shall provide renewal Letters of Credit annually in the “Indemnity Agreements”), which Indemnity Agreements are listed on Schedule 11.3(d)amount of the original Letters of Credit less the amount of any draws theretofore paid with respect to the respective Letters of Credit. Seller shall use its best efforts continue to assignprovide the Letters of Credit until the earliest of (a) the drawing by Purchaser of the full amount of any Letter of Credit, (b) the date upon which, in Purchaser's reasonable opinion, no further assessment or cause to remediation shall be assigned, as applicable, the Indemnity Agreements to Purchaser at the First Closing required by Law or Second Closing, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser agrees that, from and after the First Closing and Second Closing, as applicable, it shall seek performance of such indemnity obligations solely from the a third-party indemnitors pursuant claim with respect to the Indemnity Agreements and Trust Funds, as applicable. Subject Identified Condition with respect to the provisions respective Store, or (c) Purchaser's agreement that Seller shall no longer be required to furnish a Letter of Sections 7.7 Credit. (f) Purchaser and 11.3(a) herein, upon assignment of Seller shall cooperate with each other to enable the Indemnity Agreements, Seller, Seller’s Affiliate and Seller’s Designates shall have no further obligation other to obtain any rights or Liability whatsoever regarding environmental matters at these sites. Notwithstanding the foregoing provisions of this paragraph, but subject benefits to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser, under the which Purchaser or Seller Designate Real Property Subleases, shall may be solely responsible for all Liability related to the Petroleum Equipment and operations of the Stores from and after the First Closing Dateentitled.

Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation remediation required by Law or as a result of third party claims as to any Petroleum Equipment, Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products which occurred prior to Closing (including, without limitation, those items referred to on Schedules 5.16(d), (e) and (f)), the Sellers shall be responsible for such assessment, remediation or Hazardous Substances claim including qualification of such assessment, remediation or any claim for coverage (including, without limitation, payment or waiver of applicable deductibles) under the Trust Fund and by performance of all investigation and remediation required by applicable Law and performance of all other violation of environmental Law which occur subsequent obligations required herein at no cost to the First Closing Date Purchaser. Through Closing, the Sellers shall be responsible for registration of all Tanks, paying or which were not identified on Schedule 11.3(a) before the First Closing Dateobtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Seller Designate Real Property Subleases Trust Fund. Purchaser shall xxxxx Xxxxxxx such access to the Store Sites as Sellers shall reasonably require to effect any such investigation, remediation, or other work, provided that Sellers will provide Purchaser with reasonable advance notice of such access (except in an emergency) and shall use all reasonable efforts to avoid interference with Purchaser's operations and provide Purchaser with such access and indemnity agreement as Purchaser may reasonably request. If any such site has qualified for Trust Fund reimbursement, Purchaser shall assume any such investigation, remediation or other work following the Closing. The Sellers shall provide that to Purchaser the necessary documentation for the Purchaser, as tenant and operator, shall be solely responsible for all Liability's access to the Trust Fund. (cb) The parties acknowledge and agree that with respect to those sites with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks, tanks and Store sites Tanks subsequent to the First Closing, and (ii) the Purchaser shall be solely responsible for . With regard to any assessment or Remediation remediation required by Law and any third-or as a result of third party claims as to any Petroleum Equipment, Tanks, or Store sites arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First after Closing, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, Purchaser shall be solely responsible for such Liabilityassessment, remediation or claim including qualification of such assessment, remediation or claim for coverage under the Trust Fund and by performance of all investigation and remediation required by applicable Law at no cost to Sellers. (dc) The parties acknowledge and agree that those sites listed on Schedule 11.3(d) were contaminated by third-party owners or operators prior to Seller’s, Seller’s Affiliates’ or Seller’s Designates’ acquisition or operation of said sites. Seller or Seller’s Affiliates obtained indemnity agreements from third parties with respect to Remediation obligations on these sites (the “Indemnity Agreements”), which Indemnity Agreements are listed on Schedule 11.3(d). Seller shall use its best efforts to assign, or cause to be assigned, as applicable, the Indemnity Agreements to Purchaser at the First Closing or Second Closing, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser agrees that, from and after the First Closing and Second Closing, as applicable, it shall seek performance of such indemnity obligations solely from the third-party indemnitors pursuant to the Indemnity Agreements and Trust Funds, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, upon assignment of the Indemnity Agreements, Seller, Seller’s Affiliate and Seller’s Designates shall have no further obligation or Liability whatsoever regarding environmental matters at these sites. Notwithstanding the foregoing provisions of this paragraph, but subject to Section 11.4 shall neither supersede nor obviate the provisions of Sections 7.7 representations and 11.3(a) herein, Purchaser, under the Seller Designate Real Property Subleases, shall be solely responsible for all Liability related to the Petroleum Equipment and operations warranties of the Stores from and after the First Closing DateSellers contained in Section 5.16 hereof.

Responsibility for Environmental Matters. (a) With regard to any assessment or Remediation remediation required by Law or third party claims as to any Tanks, tanks, or Store sites arising from Real Property or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely responsible for such assessment, Remediation or claim including application for eligibility for a Trust Fund and receipt of payments thereunder. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will be completed prior to the First Closing and will consist of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks and Store sites subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims Consignment Account Locations arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent occurred prior to the First Closing Date or which were not and are identified on Schedule 11.3(a) before the First Closing Date), as between Seller and Purchaser, the Seller Designate Real Property Subleases shall provide that Purchaserbe responsible for such assessment, as tenant remediation or claim, which responsibility may be satisfied by qualification of such assessment, claim or remediation for coverage (including, without limitation, payment or waiver of applicable deductibles) under the Trust Fund at no cost to the Purchaser and operator, Seller shall be solely responsible for any disqualification or modification of Trust Fund coverage based on pre-closing events. With respect to those matters set forth on Schedule 11.3(a), the Seller shall be responsible for registration of all LiabilityTanks, paying or obtaining waivers of deductibles, and for taking all other necessary action to qualify all Tanks for coverage by the Trust Fund. Upon complete qualification for Trust Fund coverage, which qualification is not thereafter withdrawn, revoked or modified as a result of any pre-closing event or omission, Purchaser shall assume responsibility for continuing with and provide administrative assistance and oversight for such assessment and remediation, and, except as herein provided, Seller shall have no further responsibility with respect thereto. Notwithstanding the foregoing, Seller shall have no responsibility for lack of Trust Fund coverage due to a shortage of funds in or insolvency of the Trust Fund, or to the extent a properly qualified claim *Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Securities and Exchange Commission and marked "CONFIDENTIAL TREATMENT." ???????, spills or discharges of Petroleum Products which are identified up to the Closing. (cb) The parties acknowledge and agree that with respect to those sites with any prior environmental contamination where Remediation has been performed and the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of and otherwise meeting applicable requirements arising post-Closing for registered Tanks, tanks and Store sites Tanks subsequent to the First Closing. As between Purchaser and Seller, and (ii) the Purchaser shall be solely responsible for any assessment or Remediation remediation required by Governmental Authority, by Law and any third-third party claims arising solely from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified by Purchaser on Schedule 11.3(a) prior to Closing at any of the Real Property or Consignment Account Locations. Seller hereby assigns its rights and claims to Purchaser against third parties relating thereto for which Purchaser is responsible hereunder. (c) The Seller will remove all aboveground storage tanks, except those located at Zip Mart No. 19, on Hope Valley Road, in Durham, North Carolina, and any unregistered underground storage tank located at the Store sites and Consignment Locations before the First Closing, Closing and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant perform and operator, shall be solely responsible for such Liabilitycomplete any assessment or remediation required by Law or third party claims in connection therewith. (d) The parties acknowledge and agree that those sites listed on Schedule 11.3(d) were contaminated by third-party owners or operators prior to Seller’s, Seller’s Affiliates’ or Seller’s Designates’ acquisition or operation of said sites. Seller or Seller’s Affiliates obtained indemnity agreements from third parties with respect to Remediation obligations on these sites (the “Indemnity Agreements”), which Indemnity Agreements are listed on Schedule 11.3(d). Seller shall use its best efforts to assign, or cause to be assigned, as applicable, the Indemnity Agreements to Purchaser at the First Closing or Second Closing, as applicable. Subject to the provisions of Sections 7.7 Section 11.3 shall neither supersede nor obviate the representations and 11.3(a) herein, Purchaser agrees that, from and after the First Closing and Second Closing, as applicable, it shall seek performance of such indemnity obligations solely from the third-party indemnitors pursuant to the Indemnity Agreements and Trust Funds, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, upon assignment warranties of the Indemnity Agreements, Seller, Seller’s Affiliate and Seller’s Designates shall have no further obligation or Liability whatsoever regarding environmental matters at these sites. Notwithstanding the foregoing provisions of this paragraph, but subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser, under the Seller Designate Real Property Subleases, shall be solely responsible for all Liability related to the Petroleum Equipment and operations of the Stores from and after the First Closing Datecontained in Section 5.16.

Responsibility for Environmental Matters. (a) With regard to any Any assessment or Remediation remediation required by Law or and any third party claims as to any Tanks, tanks, or Store sites arising from or in any way relating to leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occurred prior to the First Closing and which are identified on Schedule 11.3(a), as between the parties, the Seller shall be and remain solely the responsibility of the Seller. This responsibility may be satisfied in part by paying the applicable deductible or co-pay to qualify for "first dollar" coverage through the Environmental Insurance Policies or the Trust Fund. The Environmental Escrow Agreement shall be funded initially with an amount mutually determined by the parties as is reasonably sufficient to fulfill this responsibility. The Seller also shall be responsible for such assessmentregistration and proper upgrading of all Tanks, Remediation paying or claim including application obtaining waivers of deductibles, and for eligibility taking all other necessary action to qualify all Tanks for a maximum Environmental Insurance Policy or Trust Fund and receipt of payments thereundercoverage. The parties acknowledge and agree that Seller’s liability shall be limited to only those matters specifically identified on Schedule 11.3(a). This Schedule 11.3(a) will may be completed prior revised by Purchaser up to the First Closing and will consist date of those Store sites (i) which Seller agrees to Remediate pursuant to and under Section 7.7 of this Agreement, and (ii) at which a leak, release, spill or discharge of Petroleum Products or Hazardous Substances occurs and is discovered by Seller or Purchaser after the Phase II Deadline but prior to the First Closing. (b) As between The Purchaser or the parties, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser Company shall be solely responsible for maintaining registration of registered Tanks and Store sites sites, and for any spills or releases which occur, subsequent to the First Closing Date (unless Purchaser does not take possession of a Store site due to Seller’s inability to obtain any required consent to sublease such Store site), and (ii) the Purchaser shall be solely responsible for any assessment or Remediation required by Law and any third-party claims arising from leaks, releases, spills or discharges of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing Date, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant and operator, shall be solely responsible for all LiabilityClosing. (c) The parties acknowledge Seller will remove all aboveground storage tanks and agree that with respect to those any unregistered underground storage tanks (including pumps and lines) located at the Store sites with any prior environmental contamination where Remediation has been performed and before the sites are identified as closed or a determination that no further action is required by the applicable Governmental Authorities, from and after the First Closing and Second Closing, as applicable, Purchaser shall own all Tanks and tanks, and own or lease the Store sites, and (i) the Purchaser shall be solely responsible for maintaining registration of registered Tanks, tanks and Store sites subsequent to the First Closing, and (ii) the Purchaser shall be solely responsible for complete any assessment or Remediation remediation required by Law or a Governmental Authority, and defend, indemnify and hold harmless Purchaser and the Company from any third-and all costs (including reasonable attorneys' fees), expenses, damages or third- party claims arising from leaksin connection therewith. The Purchaser and Seller shall cooperate with each other post-closing to facilitate any assessment or remediation for which Seller is responsible, releasesand, spills or discharges at the request of Petroleum Products or Hazardous Substances or any other violation of environmental Law which occur subsequent to the First Closing Date or which were not identified on Schedule 11.3(a) before the First Closing, and the Seller Designate Real Property Subleases shall provide that Purchaser, as tenant shall enter into an access agreement, in form satisfactory to Purchaser's counsel, containing usual and operatorcustomary terms and conditions, shall be solely responsible including Seller's indemnification of Purchaser for such Liabilityloss or damage caused by its performance hereunder. (d) The parties acknowledge provisions of Section 11.3 shall neither supersede nor obviate the representations and agree that those sites listed on Schedule 11.3(d) were contaminated by third-party owners or operators prior to Seller’swarranties of the Seller contained in Section 5.16, Seller’s Affiliates’ or Seller’s Designates’ acquisition or operation the obligations of said sites. the Seller or Seller’s Affiliates obtained indemnity agreements from third parties with respect to Remediation obligations on these sites (the “Indemnity Agreements”set forth in Section 9.9(b), which Indemnity Agreements are listed on Schedule 11.3(d). Seller shall use its best efforts to assign, or cause to be assigned, as applicable, the Indemnity Agreements to rights and claims of Purchaser at the First Closing or Second Closing, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser agrees that, from and after the First Closing and Second Closing, as applicable, it shall seek performance of such indemnity obligations solely from the third-party indemnitors pursuant to the Indemnity Agreements and Trust Funds, as applicable. Subject to the provisions of Sections 7.7 and 11.3(a) herein, upon assignment of the Indemnity Agreements, Seller, Seller’s Affiliate and Seller’s Designates shall have no further obligation or Liability whatsoever regarding environmental matters at these sites. Notwithstanding the foregoing provisions of this paragraph, but subject to the provisions of Sections 7.7 and 11.3(a) herein, Purchaser, under the Seller Designate Real Property Subleases, shall be solely responsible for all Liability related to the Petroleum Equipment and operations of the Stores from and after the First Closing Daterelating thereto.