Environmental Indemnitees definition

Environmental Indemnitees has the meaning set forth in Section 6.3.
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Environmental Indemnitees is defined in Section X.D.1.
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Environmental Indemnitees has the meaning given in Section 12.4.
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Examples of Environmental Indemnitees in a sentence

  • Parent, Merger Sub, and the Environmental Indemnitee's shall be entitled to bring suit, in law or in equity, to require the Company Shareholders to satisfy any of its obligations under this Agreement, including, without limitation, the Company Shareholders' indemnity obligations under this Article X and/or under Article XI, the Lease, any other written agreement between the parties or under applicable law and judicial equity.

  • If the Environmental Claim is brought or threatened against a Shareholder Environmental Indemnitee by another person ("Other Party Claims"), then, within seven (7) days following delivery of the Shareholder Environmental Indemnitee's written demand for defense, the Parent, Purchase Sub or Companies shall notify the Shareholder Environmental Indemnitee that it accepts the tender of the defense to the Other Party Claims.

  • This Article is not intended to create, and shall not be construed to create, any rights or remedies in any person other than the Shareholder Environmental Indemnitee, Environmental Indemnitees, Parent, Purchase Sub, Companies and the Company Shareholders; and no other person shall assert any rights as a third party beneficiary under this Article.

  • The Company and each Subsidiary Borrower shall indemnify the respective Environmental Indemnitee regardless of whether the act, omission, facts, circumstances or conditions giving rise to such indemnification were caused in whole or in part by the respective Environmental Indemnitee's simple (but not gross) negligence.

  • The Environmental Indemnitors shall indemnify, defend, and hold harmless the Environmental Indemnitees from and against any Loss suffered or incurred by any of them related to the off-site disposal by or on behalf of the Company at any time prior to the Closing Date of any Hazardous Materials.

  • To the extent that the Company was not in compliance as of the Closing Date with any Environmental Law, and subject to all of the other terms, conditions, covenants, agreements, provisions and limitations set forth in this Article 12, the Environmental Indemnitors shall indemnify, defend, and hold harmless the Environmental Indemnitees from and against any Loss they may suffer or incur with respect of any such non- compliance.

  • Notwithstanding anything to the contrary in this Agreement and, in addition to their other remedies, the Shareholder Environmental Indemnitees may require the Parent, Purchase Sub or Companies to perform any Remedial Activity to the extent such Remedial Activity arises from the Companies' Environmental Indemnity Obligations.

  • Thereafter, the Environmental Indemnitors shall, subject to the other terms, conditions, covenants, agreements, provisions and limitations set forth in this Article 12, be responsible for (and shall indemnify, defend, and hold harmless the Environmental Indemnitees from and against) all other defense costs.

  • If the Environmental Claim is for expenses paid or incurred by the Shareholder Environmental Indemnitee, then Parent, Purchase Sub or Companies shall reimburse the Shareholder Environmental Indemnitee within seven (7) days following delivery of the Shareholder Environmental Indemnitee's written demand for reimbursement.

  • If the Environmental Claim is for expenses paid or incurred by the Environmental Indemnitee, then Company Shareholders shall reimburse the Environmental Indemnitee within seven (7) days following delivery of the Environmental Indemnitee's written demand for reimbursement.


More Definitions of Environmental Indemnitees

Environmental Indemnitees has the meaning specified therefor in Section 7.01(j).
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Related to Environmental Indemnitees

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

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

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

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

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

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

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

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Environmental Action means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

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

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.

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

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.