Special Environmental Indemnity. Owner agrees to indemnify, defend, reimburse and hold harmless Manager from and against any and all Environmental Damages arising from the presence of Hazardous Materials upon, about or beneath the Site, or migrating to or from same, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Site, whether or not arising out of Manager's negligence, or the breach of any warranty or covenant or the inaccuracy of any representation of Owner contained in this Agreement.
Special Environmental Indemnity. (a) The Seller hereby agrees to indemnify, defend and hold Purchaser and the Sale Companies harmless from, against and in respect of any and all Losses in connection with the Sale Companies' use of the eleven waste sites listed on Schedule 7.3(a) prior to the Closing Date.
(b) The Seller also hereby agrees to indemnify, defend and hold Purchaser and Sale Companies harmless from, against and in respect of any and all Losses in connection with the Sale Companies' use of the nine waste disposal sites listed on Schedule 7.3(b) during the period in which the Seller owned, directly or indirectly, each of the respective Sale Companies.
(c) The Seller hereby agrees to take the actions specified on Schedule 7.3(c), prior to Closing if possible or as soon as practicable thereafter, and to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses relating to the issues listed on Schedule 7.3(c) for actions or failures to take actions during the period in which the Seller owned, directly or indirectly, each of the respective Sale Companies.
(d) The Seller hereby agrees to take the actions specified, within the time periods specified, and to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses as specified on Schedule 7.3(d).
(e) The Seller hereby agrees to indemnify, defend and hold Purchaser and the Sale Companies harmless from and against any and all Losses relating to the environmental issues listed on Schedule 7.3(e) to the extent such Losses relate to events which occurred during the period the Seller owned, directly or indirectly, each of the respective Sale Companies and the aggregate Losses with respect to items listed on Schedule 7.3(e) exceed U.S.$500,000, but only with respect to such Losses in excess of the first U.S.$500,000. For avoidance of doubt, losses under U.S.$500,000 shall not be applied against the amount specified in Section 7.2(a) of this Agreement.
(f) The indemnity provided in this Section 7.3 shall operate independently of the provisions of Sections 7.1(a) and 7.2 hereof (but not Section 7.1(b) and (c), which shall apply to such indemnity), which shall not apply to such indemnity. Purchaser and the Sale Companies hereby assign to the Seller all of their rights and interest of any kind and nature with respect to claims, rights to recovery and recoveries arising from (i) contracts of any kind and nature, entered prior to Closing (exclusive of any...
Special Environmental Indemnity. The environmental matters identified in Annex D attached hereto, as to which the Sellers would otherwise be obligated to indemnify the Purchaser with respect to environmental remediation claims (taking into account the standards for the indemnification of such claims set forth in Section 9.2(e) of the Agreement, but without regard to Section 9.2(b)) (each, an "Identified Potential Claim"), shall be deemed to be an "Excepted Seller Claim" for purposes of Section 9.2(b) of the Agreement. Without limiting, but also without duplication of, the Sellers' indemnification obligations set forth in Article IX of the Agreement, Purchaser shall not claim Damages under the Agreement for any Identified Potential Claim with respect to the portion thereof constituting Purchaser's reasonable out-of-pocket costs in investigating such matter (e.
Special Environmental Indemnity. Seller shall indemnify, defend and hold harmless Purchaser Indemnitees against any Adverse Consequences which Purchaser Indemnitees may suffer, sustain, or become subject to, resulting from or arising out of: any claims, damages, liabilities, taxes, injuries to Persons, property or natural resources, fines, penalties, costs and expenses, including without limitation, settlement costs and reasonable legal, accounting or other expert fees and costs, incurred in connection with investigating or defending any action (an "ENVIRONMENTAL LOSS") sustained or required to be paid by reason of, or arising out of or caused by any act or omission occurring, or condition existing, on or prior to the Closing Date which related directly or indirectly to the business or operations or facilities (past or present) of MPC, the Company or its Subsidiaries, and which relate to a violation of or liability to pay costs, penalties, fines or damages under Environmental Laws; PROVIDED, HOWEVER, that such indemnity shall be subject to the following: (i) it shall not apply until the total amount of such Environmental Loss exceeds $50,000,000; (ii) after the first $50,000,000 of Environmental Loss, Seller shall be liable for the next $25,000,000 of Environmental Loss; (iii) Seller shall be liable for 50% of all Environmental Loss in excess of $75,000,000 in the aggregate; and (iv) in no event shall Seller's obligations under this SECTION 10.04 exceed $100,000,000. Seller's obligations under this SECTION 10.04 shall survive for a period of five years from the Closing Date.
Special Environmental Indemnity. (a) Subject to the terms, conditions and limitations of this Section 6.20, from and after the Closing, Purchaser, Blocker Purchaser, Surviving Company, Surviving Blocker Corp and each of their Affiliates (including, from and after the Closing, the Group Companies) and each of the officers, directors and equityholders of the foregoing (each, an “Indemnified Party”) shall be entitled to be indemnified and held harmless from and against reasonable, out-of-pocket costs, expenses, damages, liabilities or losses (excluding punitive, special or exemplary damages or losses, unless the Indemnified Party is liable to a third party for such damages or losses) (“Damages”) arising out of, resulting from, or incurred in connection with any investigation, removal, remedial, cleanup, corrective, or compliance actions (“Remedial Actions”) relating to any of the indemnifiable environmental conditions set forth on Schedule 6.20(a) hereof (each, an “Indemnifiable Environmental Condition” and collectively, the “Indemnifiable Environmental Conditions”), in each case, solely from the Environmental Escrow Funds. The Indemnified Parties’ indemnification rights under this Section 6.20 with respect to the Indemnifiable Environmental Conditions shall not apply to the portion of Damages that the Indemnified Parties or anyone acting on behalf of any of the Indemnified Parties (or, after the Closing Date, any Person other than the Sellers) has caused, contributed to or exacerbated any Indemnifiable Environmental Condition related to such Damages after the Closing Date. For avoidance of doubt, none of the Indemnified Parties shall be deemed to have caused or contributed to facts or conditions underlying an Indemnifiable Environmental Condition, to the extent such facts and conditions (including any exacerbation of facts or condition existing as of or prior to Closing) are the result of operation on or use of the applicable property which are the same or substantially similar to operations conducted on or use of the applicable property by a Group Company prior to the Closing, except to the extent that any Indemnified Party becomes actually aware of such underlying facts or conditions occurring after the Closing, the Purchaser fails to promptly notify the Representative in writing of such underlying facts or conditions, and any of the Sellers or their Affiliates suffer actual material prejudice thereby.
(b) Notwithstanding anything to the contrary contained herein, no Indemnified Party sha...
Special Environmental Indemnity
