Special Hazardous Substances Indemnity Sample Clauses

Special Hazardous Substances Indemnity. Seller and Shareholder each hereby covenants and agrees to indemnify, protect and hold harmless Buyer and its members, officers, agents, employees, representatives, successors and assigns from and against any and all Damages (including without limitation reimbursement of clean-up costs) directly or indirectly arising from or as a result of (a) claims, actions or causes of action, including, without limitation, those involving toxic torts and those seeking reimbursement of clean-up costs, which arise out of the handling, treatment, storage, disposal or transportation or arranging therefor, by Seller of any pollutant, contaminant or hazardous substance or toxic substance (including, without limitation, any constituent thereof) and which handling, treatment, storage, disposal or transportation or arrangement therefor occurred or began, in whole or in part, on or prior to the Closing Date, even though such claim, action or cause of action may be made or filed after the Closing Date, (b) Seller, by contract, agreement or otherwise, prior to the Closing, arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment of any Hazardous Substance at any facility owned or operated by another person or entity, (c) Seller accepting, prior to the Closing, any Hazardous Substance for transport to disposal or treatment facilities or sites selected by Seller, (d) any Release or threat of a Release, actual or alleged, of Hazardous Substances or oil, gasoline or other petroleum related products upon, about or into the Real Property, or respecting any products or materials prior to the Closing located upon, delivered to or in transit to or from the Real Property, whether or not such Release or threat of a Release occurs as the result of the negligence or misconduct of Seller or any third party or otherwise, or (e) any violation by Seller, actual or alleged, of or any other liability of Seller under or in connection with any law, statute, ordinance, rule or regulation of any governmental or quasi-governmental authority relating to environmental protection or environmental matters, specifically including without limitation the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the Superfund Amendments and Reauthorization Act of 1986, provided such violation occurs, or events or conditions leading to such other liability occur or exist, prior to the Closing.

Special Hazardous Substances Indemnity. (a) The Sellers hereby covenant and agree to indemnify, protect, defend and hold harmless Buyer, the Operating Company and Stellar Propane and their respective members, officers, agents, employees, Representatives, successors and assigns from and against any and all Damages (including reimbursement of clean-up costs) directly or indirectly arising from or as a result of (i) claims, actions or causes of action, involving toxic torts, and those seeking administrative enforcement, injunctive relief or reimbursement of site investigation and clean-up costs or natural resource damages, solely to the extent they arise out of the pre-Closing handling, treatment, storage, disposal or transportation or arranging therefor, by the Sellers, the Operating Company or Stellar Propane of any Hazardous Substance, oil, gasoline or other petroleum products at any property, even though such claim, action or cause of action may be made or filed on or after the Closing Date, (ii) the Sellers, the Operating Company or Stellar Propane accepting, solely prior to the Closing, any Hazardous Substance for transport to disposal or treatment Facilities, (iii) any Release of Hazardous Substances, oil, gasoline or petroleum products solely to the extent it occurred prior to the Closing upon, about or into the Real Property and including (without limitation) the extent to which such Release continues after the Closing, whether or not such Release or threat of a Release occurred as the result of the negligence or misconduct of the Sellers, the Operating Company or Stellar Propane or any other third party or otherwise, or (iv) any violation, actual or alleged, of or any other liability under or in connection with any Environmental Law solely to the extent related to conditions created prior to Closing that affect soil, air, surface water or groundwater. Furthermore, if Buyer or any of its Affiliates (including the Operating Company or Stellar Propane) is required by any Governmental Authorities to clean up any Real Property as a result of a Release of Hazardous Substances, oil, gasoline or petroleum-related wastes disposed prior to the Closing, the Sellers hereby agree to conduct such environmental cleanup solely to the extent such cleanup is related to a Release, including a continuing Release, that began or occurred before the Closing and to the full extent required by any Governmental Authorities having jurisdiction over the subject matter thereof in the most cost-effective manner achiev...