Retained Environmental Liabilities Clause Samples

Retained Environmental Liabilities. (a) Seller and JCI, jointly and severally, agree to achieve Norway Contamination Closure and Green Bay Contamination Closure in a manner which is cost effective and expeditious and agree to cooperate with Buyer to undertake all such activities without causing unreasonable interference or disruption to Buyer’s ownership and operation of the Business, the Owned Real Property, and use and occupancy of the Leased Property. Notwithstanding any provision in the Lease for the Green Bay Real Estate between Seller, JCI, and Buyer, Seller’s and JCI’s access to the Green Bay Real Estate to address the Green Bay Contamination shall be governed by the Environmental Access Agreement set forth in Exhibit M. (b) With respect to the Norway Real Estate, Seller has entered into the Service Agreement and Work Authorization with Sigma dated July 13, 2004, and attached hereto as a part of Exhibit N, and Seller agrees to perform its payment and other obligations and require performance by Sigma under said Service Agreement and Work Authorization (the “Norway Work”). Seller, not Buyer, shall manage and control the Norway Work being performed by Sigma. Should Sigma’s performance of the Norway Work fail to enable Seller to obtain Norway Contamination Closure, then Seller agrees to expeditiously and cost effectively engage another environmental remediation consultant for the purpose of completing Cleanup of the Norway Contamination reasonable and necessary to achieve the Norway Contamination Closure. Buyer shall have the right to timely review the Norway Work. Should Seller fail to achieve the Norway Contamination Closure and should Seller fail to expeditiously and cost effectively engage another environmental remediation consultant to achieve Norway Contamination Closure, then, upon written notice to Seller, Buyer may, but is not obligated to, assume responsibility for completing the Cleanup of the Norway Contamination to achieve Norway Contamination Closure by presenting to Seller for review and approval a written proposal from another environmental remediation consultant to undertake the Cleanup reasonable and necessary to achieve the Norway Contamination Closure in an expeditious and cost effective manner. Seller’s approval shall not be unreasonably withheld. Buyer shall present to Seller an itemization of costs and expenses incurred by Buyer in undertaking and achieving the Norway Contamination Closure, and Seller agrees to promptly reimburse Buyer for such costs and expenses. ...

Retained Environmental Liabilities. If HighGround receives a valid Environmental Defect Notice for a particular Environmental Defect and such Environmental Defect Notice is not contested under the provisions of Section 4.5, then, subject to the provisions of Section 4.4 and Article XIII, HighGround agrees to retain all claims, cost, expenses, liabilities and obligations accruing or relating to the Environmental Defect that was the subject of the valid and complete Environmental Defect Notice (“Retained Environmental Liabilities”). Timely receipt of a valid and complete Environmental Defect Notice is a condition precedent to HighGround’s obligations under this Section.

Retained Environmental Liabilities. In accordance with paragraph 3.2(f) of the Asset Purchase Agreement, Seller shall retain and pay, perform, satisfy and discharge when due, all of the liabilities and obligations of Seller arising under any Environmental Law, to the extent attributable to the Business Real Property or the operation of the Business on or prior to the Closing Date.

Retained Environmental Liabilities. The Retained Environmental Liabilities.

Retained Environmental Liabilities. Upon Closing, if and to the extent the sum of (i) the aggregate value of all Environmental Defects and (ii) the aggregate value of all Title Defects exceeds the Defect Deductible, and subject to subsection 5.3 C. below, Seller shall retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer from all Losses attributable to and relating to Environmental Defects for which Seller receives a timely Environmental Defect Notice (the “Retained Environmental Liabilities”). The following are conditions precedent to Seller’s obligation to retain liability for Retained Environmental Liabilities: (i) timely receipt of an Environmental Defect Notice, (ii) verification of the cost to remediate by the Environmental Consultant and (iii) the aggregate value of all Environmental Defects plus the aggregate value of all Title Defects must exceed the Defect Deductible.

Retained Environmental Liabilities. If American receives a valid Environmental Defect Notice for a particular Environmental Defect and such Environmental Defect Notice is not contested under the provisions of Section 4.5, then, subject to the provisions of Section 4.4 and Article XIII, American agrees to retain all claims, cost, expenses, liabilities and obligations accruing or relating to the Environmental Defect that was the subject of the valid and complete Environmental Defect Notice (“Retained Environmental Liabilities”). Timely receipt of a valid and complete Environmental Defect Notice is a condition precedent to American’s obligations under this Section.

Retained Environmental Liabilities. Any obligation or liability of Seller or JCI for the Retained Environmental Liabilities.

Retained Environmental Liabilities. Seller hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the contractual relationships and indemnification arrangements between Buyer and Seller).

Retained Environmental Liabilities. In addition to any Liabilities set forth on this Schedule 1.5(c)(xiii)(2)-(8), all Environmental Liabilities