Common use of Special Hazardous Substances Indemnity Clause in Contracts

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. Seller United and Shareholder each hereby covenants covenant and agrees agree 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 United of any pollutant, contaminant or hazardous substance 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) SellerUnited, 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 United accepting, prior to the Closing, any Hazardous Substance for transport to disposal or treatment facilities or sites selected by SellerUnited, (d) any Release or threat of a Release, actual to the extent the quantity or allegedconcentration exceeds cleanup standards applicable under state or federal law, whichever is more stringent, to non-residential property (commercial, light industrial or industrial as applicable to any property) of Hazardous Substances or oil, gasoline or other petroleum related products upon, about or into the Real Property, Property or respecting any products or materials prior to the Closing located upon, delivered to or in transit to or from the Real Property, Property whether or not such Release or threat of a Release occurs as the result of the negligence or misconduct of Seller United or any third party or otherwise, or (e) any violation by Sellerviolation, 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 mattersauthority, 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 or any other environmental protection, toxic waste, hazardous waste, oil, underground storage tank, health, safety or Hazardous Substance handling, treatment, storage, disposal or transportation, or arranging therefor, laws, statutes, ordinances, rules or regulations respecting any products or materials prior to the Closing located upon, delivered to, transported from or in transit to or from the Real Property whether or not such violation occursor alleged violation occurs as the result of the negligence of misconduct of United or any third party or otherwise. Furthermore, or events or conditions leading in the event Buyer is required to such other liability occur or exist, clean up any Real Property as a result of contamination occurring prior to the Closing, United and Shareholder hereby agree to conduct such environmental cleanup to the full extent required by any regulatory authorities having jurisdiction over the subject matter thereof.

Special Hazardous Substances Indemnity. Subject to the provisions of this Article 11, Seller and Shareholder each hereby covenants Shareholders, from and agrees after the Closing Date, jointly and severally agree 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, including 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, including 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 (as defined in Section 6.21(a) hereof) 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 (as defined in Section 6.21(a) hereof) 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, Property or respecting any products or materials prior to the Closing located upon, delivered to or in transit to or from the Real Property, 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 Sellerviolation, 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. Furthermore, provided such violation occurs, or events or conditions leading in the event Buyer is required to such other liability occur or exist, clean up any Real Property as a result of contamination occurring prior to the Closing, Seller and Shareholder hereby agrees to conduct such environmental cleanup to the full extent required by any regulatory authorities having jurisdiction over the subject matter thereof.

Special Hazardous Substances Indemnity. Seller SELLER and each Shareholder each -------------------------------------- hereby covenants and agrees to indemnify, protect and hold harmless Buyer 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 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) SellerSELLER, 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 hazardous substance at any facility owned or operated by another person or entity, (c) Seller SELLER accepting, prior to the Closing, any Hazardous Substance hazardous substance for transport to disposal or treatment facilities or sites selected by SellerSELLER, (d) any Release "release" (as defined in 42 U.S.C. (S)9601(22)) or threat of a Release, "release," actual or alleged, of Hazardous Substances any "hazardous substances" (as defined in 42 U.S.C. (S)9601(14)) or oil, gasoline or other petroleum related products oil upon, about or into the Real Property, Property or respecting any products or materials prior to the Closing located upon, delivered to or in transit to or from the Real Property, Property whether or not such Release release or threat of a Release release occurs as the result of the negligence or misconduct of Seller SELLER or any third party or otherwise, or (e) any violation by Sellerviolation, 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-quasi- governmental authority relating to environmental protection or environmental mattersauthority, 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 or any other environmental protection, toxic waste, hazardous waste, oil, underground storage tank, health, safety or hazardous substance handling, treatment, storage, disposal or transportation, or arranging therefor, laws, statutes, ordinances, rules or regulations respecting any products or materials prior to the Closing located upon, delivered to, transported from or in transit to or from the Real Property whether or not such violation occursor alleged violation occurs as the result of the negligence of misconduct of SELLER or any third party or otherwise. Furthermore, or events or conditions leading in the event BUYER is required to such other liability occur or exist, clean up any Real Property as a result of contamination occurring prior to the Closing, SELLER and each Shareholder hereby agrees to conduct such environmental cleanup to the full extent required by any regulatory authorities having jurisdiction over the subject matter thereof.