Seller’s Environmental Indemnity. For purposes of this Section 7.5, where Buyer is the indemnified party, the term "Buyer" shall include Buyer and its Affiliates and the directors, officers, employees, agents and representatives, and all successors and assigns, of the foregoing. Seller shall indemnify, hold harmless and defend Buyer from and against any Damages and Proceedings asserted against or incurred by Buyer prior to the Closing Date relating to or arising out of the Retained Environmental Liabilities; provided, however, that:
(a) Seller's obligations under this Section 7.5 with respect to Environmental Liabilities in connection with Off-Site Disposal Activities performed prior to the Closing Date shall not be limited by and shall survive beyond the Closing Date;
(b) Seller shall have no indemnification or defense obligation for any Damages and Proceedings asserted against or incurred by Buyer relating to or arising out of such Retained Environmental Liabilities for which Seller has not received Reasonable Written Notification from Buyer;
(c) Seller shall have no liability, indemnity or defense obligation for any Damages or Proceedings asserted against or incurred by Buyer subsequent to any change in all or any part of the Terminals to a residential use, or other change in use of all or any part of the Terminals that results in a materially adverse change in Seller's risk exposure hereunder;
(d) Buyer shall make available all relevant existing information that, based on information and belief formed after reasonable inquiry, are known by Buyer to be in the possession or control of Buyer and provide timely, reasonable access to all personnel of Buyer with knowledge of relevant facts, and shall cooperate in all reasonable respects with Seller in connection with Seller's defense of any Third Party Claim or Governmental Environmental Enforcement Action under this Section 7.5. Seller shall have no indemnification or defense obligation for any Damages and Proceedings asserted against or incurred by Buyer relating to or arising out of such Third Party Claim or Governmental Environmental Enforcement Action if Buyer unreasonably denies Seller such access; and
(e) To the extent any Third Party Claim or Governmental Environmental Enforcement Action relates to events or conditions occurring both prior to and after the Closing, then, to the extent such Third Party Claim or Governmental Environmental Enforcement Action relates to the Retained Environmental Liabilites set forth in Sections 7.3(b) o...
Seller’s Environmental Indemnity. Seller agrees to indemnify and hold Buyer, its agents, contractors, subcontractors, employees, or invitees harmless from and against any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses arising from or due to the presence of Hazardous Materials in or on the Landfill or which may flow, diffuse, migrate, or percolate into, onto, or under the Landfill from neighboring property, or from the Landfill to neighboring property or groundwater after this Agreement commences.
Seller’s Environmental Indemnity. Notwithstanding any other provision of this Agreement, including the general indemnity provisions and limitations set forth elsewhere in this Article VII (but subject to the limitations applicable to the indemnification obligations of PCC Investments, L.P. set forth in Section 7.2), Sellers jointly and severally shall indemnify Purchaser and its officers, directors, employees, agents and Affiliates in respect of, and hold each of them harmless from and against, any Loss suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any Environmental Claim resulting from, arising out of or relating to:
(i) any inaccuracy in or breach of any representation or warranty contained in Section 2.21;
(ii) the failure of the Company to have complied prior to the Closing Date with applicable Environmental Laws, whether or not such failure is disclosed in or pursuant to this Agreement or is known or unknown on the Closing Date;
(iii) the Release, threatened Release or presence of any Contaminant at, on or beneath any current or former Company Property (whether or not owned or leased by the Company), or at any other property to which wastes or substances generated by the Company were sent for treatment or disposal, or were otherwise Released, in each case prior to the Closing Date, whether or not such Release, threatened Release or presence is disclosed in or pursuant to this Agreement or is known or unknown on the Closing Date; or
(iv) the conduct of the Business by the Company at any time before the Closing Date.
Seller’s Environmental Indemnity. From and after the Closing, the Sellers shall jointly and severally indemnify and hold the Purchaser harmless against with respect to, except with respect to matters set forth in Schedule 7.1.10-1, any and all Losses to the extent arising out of, based on or resulting from (i) claims by any federal, state, local government or other third party relating to the presence of any Materials of Environmental Concern on, in or under any part of the Properties at any time prior to the Closing Date, (ii) claims by any federal, state, local government or other third party relating to the release into the environment (either before or after the Closing Date) of any Materials of Environmental Concern that were generated, stored, handled or disposed of on, in, under or from the Properties prior to the Closing Date, (iii) the alleged violation asserted by any federal, state, local government or other third party of the Environmental Laws or the Medical Waste Laws occurring with respect to the condition or operation of the Properties prior to the Closing Date or (iv) the violation of the Environmental Laws or the Medical Waste Laws occurring with respect to the condition or operation of the Properties prior to the Closing Date.
Seller’s Environmental Indemnity. A. For purposes of this Agreement, "Environmental Laws" means any and all federal, state and municipal laws, ordinances and regulations, including without limitation any and all requirements to register underground storage tanks, relating to: (i) emission, discharges, spills, releases or threatened releases of pollutants, contaminants, "Hazardous Materials" (as hereinafter defined), or hazardous or toxic materials or wastes onto land or into ambient air, surface water, ground water, wetlands, or septic systems; (ii) the use, treatment, storage, disposal, handling, or containing of Hazardous Materials or hazardous and/or toxic wastes, material products or by- products (or of equipment or apparatus containing Hazardous Materials); or (iii) pollution or the protection of human health or the environment. "Hazardous Materials" means (A) hazardous materials, hazardous wastes, and hazardous substances as those terms are defined under any Environmental Laws, (B) petroleum and petroleum products including crude oil and any fractions thereof; (C) natural gas, synthetic gas, and any mixtures thereof; (D) asbestos or any material which contains any hydrated mineral silicate, including, but not limited to chrysotile, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable; (E) PCB's or PCB-containing materials, or fluids; (F) any other hazardous, toxic or radioactive substance, material, contamination, pollutant, or waste; and (G) any substance with respect to which any Environmental Law or Governmental Authority requires environmental investigation, monitoring or remediation. For purposes hereof, "Governmental Authority" means any local, regional, provincial, or federal entity, agency, court, judicial or quasi- judicial body, or legislative or quasi-legislative body.
Seller’s Environmental Indemnity. Seller covenants that Seller will indemnify, defend and hold harmless Buyer and any current or former officer, director, employee, shareholder, partner, member or agent of Buyer (the "Buyer Indemnitees") for, from and against any and all claims, losses, damages, response costs, clean-up costs and expenses arising out of or in any way relating to the existence of Hazardous Substances, Solid Waste or Hazards over, beneath, in or upon any of the Property purchased by Xxxxx from Seller under the terms of this Agreement, which exist as a result of the actions or inactions of Seller or any other persons prior to the June 1, 1999, including, but not limited to reasonable attorneys' fees, incurred at, before and after any trial or appeal therefrom whether or not taxable as costs (the ENVIRONMENTAL EXPENSES), all of which shall be paid by Seller to the Buyer Indemnitees upon demand. In the event of the existence of Environmental Expenses, Xxxxxx agrees to pay the first Fifty Thousand Dollars ($50,000), on a cumulative basis, of the Environmental Expenses. Once Seller has paid said Fifty Thousand Dollars ($50,000), Seller's obligations in regard to the payment of the Environmental Expenses shall terminate and Buyer thereafter shall be solely responsible for the Environmental Expenses.
Seller’s Environmental Indemnity. Seller hereby indemnifies and agrees to defend and hold harmless Purchaser and its partners and subsidiaries, and any officer, director, employee or agent of any of them, and their respective successors and assigns, from and against any and all claims, expenses, costs, damages, losses and liabilities (including reasonable attorneys' fees) which may at any time be asserted against or suffered by any indemnitee, directly or indirectly, relating to the presence of Hazardous Materials on the Property at Closing, or the removal of Hazardous Materials from the Property prior to Closing, including any claim as a result of any governmental action, action by a third party or actions taken by such indemnitees based upon advice of a recognized environmental authority to the effect that action may need to be taken to avoid, reduce or limit any indemnitees exposure to liability or the risk of injury or damage of persons or property; provided, however, Seller's indemnification obligations under this subparagraph (b) shall not be applicable if Seller's representations set forth in Section 5(n), as modified, if at all, by the affidavit described in Section 9(c) above, are true.
Seller’s Environmental Indemnity. (a) Subject to the applicable limitations and procedures of Article 16 hereof, after the Closing, Seller shall indemnify, defend and hold Buyer harmless against and in respect of all Losses, including, but not limited to, liabilities, costs, penalties, fines, financial responsibility requirements and expenses relating to or arising out of any remediation, removal, response, abatement, cleanup, investigation, monitoring, personal injury damages, property damages or natural resources damages arising out of or related to:
(i) Excluded Environmental Liabilities;
(ii) any liabilities for Environmental Claims arising out of Seller's use, ownership or operation of the Sugar Creek Assets after the Closing Date; or
(iii) any breach of the representations and warranties set forth in Section 5.05 of this Agreement. The matters listed in (i) through (iii) above are referred to collectively as the "Seller Environmental Liabilities".
(b) Buyer may not assign its right to indemnity under Section 17.01(a) for the Seller Environmental Liabilities, in whole or in part, to a third party without the prior written consent of Seller (such consent not to be unreasonably withheld), except Buyer may assign its rights to: (i) any purchaser of substantially all of the assets of the Business; or (ii) any financing entities of Buyer in connection with the Business or Business Assets.
Seller’s Environmental Indemnity. Notwithstanding any other -------------------------------- provision of this Agreement, including the general indemnity provisions and limitations set forth elsewhere in this Article X, the Seller agrees to --------- indemnify, defend and hold harmless each Buyer Group Member against any and all Losses and Expenses in connection with or arising from:
(i) the failure of the Company or any of its Subsidiaries to have complied prior to the Closing Date with applicable Environmental Laws, whether or not such failure is disclosed in or pursuant to this Agreement; and
(ii) the Release prior to the Closing Date of any Contaminant at, on, from or beneath any current or former Company Property (whether or not owned or leased by the Company or any of its Subsidiaries), or the disposal, treatment or other Release prior to the Closing Date at any other property of any Containment generated by the Company and its Subsidiaries, whether or not such failure is disclosed in or pursuant to this Agreement; provided, however, that in the case of (i) or (ii) above only to the extent (A) -------- ------- arising from or required to be addressed under any applicable Environmental Law as a result of a third party claim, action, suit or proceeding or (B) as would reasonably be expected to be required to be addressed under any applicable Environmental Law if the totality of the facts and circumstances were known by a Governmental Body; and provided, further, that the indemnification pursuant to -------- ------- this Section 10.5 shall not apply to the portion of Losses and Expenses incurred ------------ by Buyer Group Members to the extent attributable to the acts of Buyer Group Members or their representatives on or after the Closing Date which aggravates any pre-existing environmental condition.
