Environmental Indemnification Claim definition

Environmental Indemnification Claim means a claim for indemnification pursuant to Article VII with respect to (y) a breach of the representations and warranties set forth in Section 2.17 and (z) the matters referred in Schedule 2.17.
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Environmental Indemnification Claim means a claim for breach of any of the representations and warranties contained in Section 3.3(v).
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Environmental Indemnification Claim. Section 1.11 “Environmental Law” Section 2.16(b) “Escrow Agreement” Section 1.11
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Examples of Environmental Indemnification Claim in a sentence

  • As long as Alliant owns or operates a HAC Facility, Alliant shall properly maintain any Institutional Controls or Engineering Controls installed or employed at a HAC Facility in connection with any Remedial Action undertaken by Alliant, subject or potentially subject to an Environmental Indemnification Claim under this Environmental Agreement.

  • On the second anniversary of the Closing Date (the “Environmental Indemnity Escrow Termination Date”), the Escrow Agent shall deliver the Environmental Indemnity Shares, less any of such shares applied in satisfaction of an Environmental Indemnification Claim and any of such shares related to an Environmental Indemnification Claim that is then unresolved, to each recipient in the same proportions as initially deposited in escrow.

  • Notwithstanding the foregoing, the Deductible shall not apply to Losses that arise out of (i) a breach of the representations and warranties in Section 1.13(c)(iv) or Section 2.3, or (ii) an Environmental Indemnification Claim, each of which shall be indemnifiable as to all Losses that so arise from the first dollar thereof.

  • City has caused this Agreement to be executed by its Chief Administrative Officer, and Xxxxxx has caused the same to be executed by its appropriate and authorized officers.

  • In no event shall any Response Action conducted by the Seller with respect to an Environmental Indemnification Claim exceed the activities reasonably required to address the Environmental Indemnification Claim in accordance with, and to the extent required by, Environmental Law.

  • As used herein, “Basic Indemnification Claim” means an Indemnification Claim other than a Tax Indemnification Claim or an Environmental Indemnification Claim.

  • The Buyer shall promptly notify the Seller in writing of the existence of any potential Environmental Indemnification Claim (which notice shall comport with Section 10.5 hereof if applicable).

  • The Seller will reimburse the Buyer or its Affiliates for Losses for the costs of defending against such Environmental Indemnification Claim, including reasonable attorneys’ fees and expenses, and any other Losses the Buyer or its Affiliates have incurred relating to or arising out of the Environmental Indemnification Claim to the extent provided in this Article X.

  • Any Remedial Action, or any part thereof, subject or potentially subject to an Environmental Indemnification Claim under this Environmental Agreement, shall be performed in a workmanlike manner, consistent with all applicable professional standards and in a cost effective manner not exceeding industry cost standards for comparable work.

  • The failure of an Indemnified Party to notify the Indemnifying Party of a Third Party Claim, Environmental Indemnification Claim or any claim for indemnification for a breach of the representations and warranties in Section 4.16 or pursuant to Section 11.1(a)(3) or 11.1(a)(4) within the Claim Period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim except to the extent the Indemnifying Party is actually prejudiced by such failure.


More Definitions of Environmental Indemnification Claim

Environmental Indemnification Claim has the meaning set forth in Section 6(g).
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Environmental Indemnification Claim shall have the meaning set forth in Section 12.2(a).
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Environmental Indemnification Claim means a claim for breach of any of the representations and warranties contained in S ection 3.3(v). “Environmental Laws” means all federal, state or local Laws, including common law, in effect on the Closing Date (but shall not include changes in
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Environmental Indemnification Claim means a claim pursuant to the Environmental Indemnity.
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Related to Environmental Indemnification Claim

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).