Special Environmental Indemnification Sample Clauses

Special Environmental Indemnification. The Vendor shall, irrespective of and without reference to the survival and monetary limitations set forth in Section 9.1 or 9.2, indemnify the Purchaser and its shareholders and their directors and officers, employees, agents and representatives (in respect of whom the Purchaser hereby acts as agent and trustee with respect thereto) against, and hold them harmless from, any and all expenses, claims, demands, losses, costs, deficiencies, actions, suits, proceedings, judgments, liabilities and damages (including related counsel fees and expenses) of any nature whatsoever ("Special Indemnified Losses") incurred or suffered by the Purchaser in connection with or as a result of the Special Indemnified Matters, it being understood by the Parties that the term "Special Indemnified Losses" as used in this Section 9.4 shall have the same meaning as the term "Losses" as set forth in sections 6.2 and 7.1 of the Agreement of Merger dated March 5, 1992, between, among others, Republic Waste Industries, Inc. and Stou▇ ▇▇▇ironmental, Inc.

Special Environmental Indemnification. Subject to the other provisions of this Article VIII, Seller and Jacobson hereby agree to indemnify and hold Purchaser a▇▇ ▇▇▇ ▇ffiliates, officers, directors, employees, agents and representatives harmless from and against any Environmental Losses only on the terms and subject to conditions as follows: (i) for aggregate Environmental Losses up to $2,000,000, there shall be no indemnification obligation of Seller and Jacobson under this Article VIII; (ii) for aggregate ▇▇▇▇▇▇nmental Losses incurred prior to the fifth anniversary of the Closing Date in excess of $2,000,000 but less than $6,000,000, there shall be full indemnification by Seller and Jacobson for such excess amounts pursuant to this ▇▇▇▇▇▇▇ VIII; (iii) for aggregate Environmental Losses incurred prior to the fifth anniversary of the Closing Date in excess of $6,000,000 but less than $10,000,000, there shall be indemnification for such excess amounts by Seller and Jacobson under this Article VIII limited to 50% of s▇▇▇ ▇▇▇ironmental Losses in excess of $6,000,000 and (iv) for aggregate Environmental Losses in excess of $10,000,000, or any Environmental Losses incurred after the fifth anniversary of the Closing Date, there shall be no indemnification obligation of Seller and Jacobson under this Article VIII or otherwise. The ob▇▇▇▇▇▇▇▇s set forth in this Section 8.02(b) shall be limited to amounts paid to third parties or reimbursement to the Company for such amounts, in each case as specifically described in the definition of Environmental Losses; PROVIDED, HOWEVER, that with respect to products or services delivered or performed prior to the fifth anniversary of the Closing Date, the obligations set forth in this 8.02(b) shall be available even after the fifth anniversary of the Closing Date so long as the expenses for such products or services are paid in the ordinary course thereafter within the customary billing cycles of the applicable third party.

Special Environmental Indemnification. Subject to Section 6.8 (Limitations on Liability) and Section 4.12 (Post Closing Environmental Actions) and provided the Purchaser makes a written claim for indemnification under this Section 6.5 within three (3) years following the Closing Date, the Shareholders shall indemnify the Purchaser for and hold the Purchaser harmless from and against any and all Environmental Liabilities. Notwithstanding anything to the contrary stated in this Agreement, it is agreed by the Shareholders and the Purchaser that this Section 6.5 provides the exclusive remedy of the Purchaser in respect of Environmental Liabilities and that Purchaser shall have no claims under Section 6.3(a) in respect thereof, including claims for breaches of Section 2.16 (Environmental Matters) that may give rise to Environmental Liabilities.

Special Environmental Indemnification. (a) the Lessee agrees to and shall indemnify, hold harmless, and defend the Lessor and its officers, directors, agents, and employees from and against any and all claims, losses, damages, expenses, causes of action, lawsuits, government regulatory enforcement actions, and liability (individually, a "Claim," collectively, "Claims") asserted against the Lessor arising out of alleged or actual "environmental contamination" (hereinafter defined) arising from the Lessee's leasing and operation of the Project.

Special Environmental Indemnification. (a) the Lessee agrees to and shall indemnify, hold harmless, and defend the Issuer and Trustee, its officers, directors, members, agents, and employees from and against any and all claims, losses, damages, expenses, causes of action, lawsuits, government regulatory enforcement actions, and liability (individually, a “Claim,” collectively, “Claims”) asserted against the Issuer or Trustee arising out of alleged or actual “environmental contamination” (hereinafter defined) arising from the Lessee’s leasing and operation of the Project existing prior to the termination or expiration of this Lease and not arising from the Issuer’s or the Trustee’s gross negligence or willful misconduct.

Special Environmental Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, and subject to the terms, conditions and limitations of Sections 14.05(b),(c), and (d), the Selling Companies shall, jointly and severally, indemnify the Buying Companies, or any other member of the Buyer Group against any Damages arising under Environmental Law ("Environmental Damages") relating to or arising from remediation actions (including, without limitation, removal, response, cleanup, investigation, or monitoring), or liability for personal injury, property damage, or natural resource damages that may be imposed upon or incurred by the Buying Companies or any other member of the Buyer Group with respect to the release, discharge, or placement of Hazardous Substances which occurred prior to the Closing Date, into soil, groundwater, or surface water. The Buying Companies shall and shall cause the other members of the Buyer Group to, maintain and preserve records relating to the treatment, transport, storage, or disposal (including such activities after the Closing Date) of such Hazardous Substances. Copies of such records will be made available upon request of the Selling Companies. (b) None of the Buying Companies or the other members of the Buyer Group shall be entitled to indemnification under Section 14.05(a) until the aggregate of the Buying Companies' or other members of the Buyer Group's Environmental Damages described in Section 14.05(a) exceeds $250,000 for the facility to which the claim relates (the "Environmental Deductible"), and then such indemnification shall apply only with respect to the Environmental Damages exceeding such Environmental Deductible. After the Environmental Deductible has been paid and met for an individual facility by members of the Buyer Group, then the Buying Companies or the members of the Buyer Group, as the case may be, on the one hand and Grace on the other hand, shall each share in 50% of future Environmental Damages with respect to such facility, until the aggregate expenditures for all facilities by the Selling Companies equals $2,000,000 (the "Seller Cap"). When the Seller Cap is reached, the Buying Companies or other members of the Buyer Group shall bear 100% of all such Environmental Damages in excess of the Seller Cap. (c) The Selling Companies shall have no obligation to indemnify any of the Buying Companies or other members of the Buyer Group pursuant to Section 14.05(a) for any Environmental Damages except to the extent such Environmenta...

Special Environmental Indemnification. Notwithstanding the provisions of Section 6.1 hereof or any other provision of this Agreement, but subject to the maximum and minimum amounts and other limitations and provisions set forth in this Article 11, each Securityholder, severally and not jointly, shall indemnify, save and hold harmless the ▇▇▇▇▇ Indemnified Parties from and against any Damages sustained by ▇▇▇▇▇ or Holdings as a result of a Release, Environmental Condition or breach of any Environmental Law or the terms of any <PAGE> 58 Permit thereunder occurring or existing at any Facility on or before the Closing of which ▇▇▇▇▇ or Holdings had actual knowledge as of the Closing Date, but only to the extent that such Damages exceed the aggregate amount reserved therefor on the Balance Sheet, and, such excess Damages together with all other Damages for which the ▇▇▇▇▇ Indemnified Parties are entitled to indemnity hereunder, exceed the $250,000 threshold set forth in Section 11.2(e)(i) hereof. Nothing in this Section 11.2(a)(ii) shall in any way be construed to otherwise limit or expand the ▇▇▇▇▇ Indemnified Parties' right to indemnification for breach of any representation or warranty contained in Section 3.27 hereof.