Excluded Environmental Liabilities definition

Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

Excluded Environmental Liabilities has the meaning set forth in Section 2.04(b)(iii)(D).

Excluded Environmental Liabilities has the meaning set forth in Section 2.4(i).

Examples of Excluded Environmental Liabilities in a sentence

• On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation.

• Further, Buyer shall have the right, without the obligation, to attend all meetings between Seller, its Representatives, and such Governmental Authorities with respect to matters that constitute Excluded Environmental Liabilities or are related to Environmental Permit renewals or modifications.

• In furtherance of those rights and obligations, except as provided in Section 7.05 with respect to Third Party Claims, Sellers are hereby authorized by Buyers to negotiate in good faith the settlement of any matter to the extent directly related to Sellers’ rights and obligations with respect to the Excluded Environmental Liabilities under this Agreement, provided that in so doing, Sellers consult with Buyers and include Buyer in communications with Governmental Authorities.

• Except with respect to Environmental Liabilities and Excluded Environmental Liabilities, which are addressed in Section 8.4 hereof, upon Closing Purchaser will assume all Liabilities for occurrences on or after the Closing Date and arising out of the condition of any of the Terminal Assets at the time of Closing, or thereafter.

• From and after the Closing, the indemnification provisions of this Section 7 shall be the sole and exclusive remedy with respect to any and all claims arising out of or relating to a Party’s breach of its representations and warranties contained in this Agreement and the Excluded Environmental Liabilities.

More Definitions of Excluded Environmental Liabilities

Excluded Environmental Liabilities means:

Excluded Environmental Liabilities means any Environmental Liabilities arising from or in connection with (i) the Excluded Assets, (ii) any Real Property currently or formerly owned, operated or leased by the Seller Parties or their Affiliates, other than the Transferred Real Property, the Harrow Facility or the Real Property Leases, (iii) any personal injury caused by exposure to Hazardous Materials, or off-site waste disposal, in each case to the extent such exposure or disposal occurred prior to the Closing Date and arose from or was in connection with the current or past operations or properties of the Seller Parties and their Affiliates or was otherwise assumed by the Seller Parties and their Affiliates, or (iv) any action by the Seller Parties or their Affiliates at any Real Property listed on Schedule 5.25(g) from and after the Closing.

Excluded Environmental Liabilities means (a) all Environmental Liabilities of any member of the Pluto Group or the Spinco Group to the extent arising from (i) any real property, business operation or entity that, as of the Distribution Time, was formerly owned, operated or leased in connection with the Spinco Business or the Spinco Assets or (ii) the Pluto Business, the Pluto Real Properties or the Pluto Assets (other than, in the case of this clause (ii), any such Environmental Liabilities associated with conditions or occurrences at, in, on or under any Spinco Real Property) and (b) Pluto Co-Location Environmental Liabilities.

Excluded Environmental Liabilities means any Environmental Liabilities attributable or relating to, resulting from, or caused by (i) any real property or facility now or previously owned, leased or operated by the Purchased Subsidiaries or by Seller or any Affiliate of the Seller with respect to the Business (other than (A) the Real Property, (B) except as otherwise provided in clause (ii), the Kuala Lumpur, Malaysia facility currently shared by a Retained Business and the Business, but only to the extent arising out of the operation of the Business or (C) any other Purchased Asset, but only to the extent arising out of the operation of the Business); (ii) any Retained Business (including the Known Kuala Lumpur Contamination and any other Environmental Liabilities to the extent arising from the conduct of any Retained Business at any facility currently shared by such Retained Business and the Business); and (iii) the offsite treatment, storage, disposal or arrangement for disposal of hazardous substances, wastes or materials by Seller or any Affiliate of Seller with respect to the Business (including any such hazardous substances, wastes or materials generated in connection with operations upon the Real Property) or by any Purchased Subsidiary, in each case prior to the Closing.

Excluded Environmental Liabilities means any and all Liabilities, whether known or unknown, disclosed or undisclosed, realized or contingent to the extent arising from or relating to (a) any environmental condition, including the Release or threatened Release of or exposure to Hazardous Substances, or violations or alleged violations of any Environmental Law, at any real property not included in the Leased Real Property, (b) any environmental condition, including the Release or threatened Release, or exposure to Hazardous Substances at or from the Leased Real Property on or prior to the Closing Date, (c) the off-site transportation, recycling, storage, treatment, disposal, Release or threatened Release of Hazardous Substances generated in connection with the Business, the Transferred Assets or the operation of the Leased Real Property on or prior to the Closing Date, and (d) any violations or alleged violations of any Environmental Law by the Business or in connection with the Transferred Assets or the Leased Real Property on or prior to the Closing Date.

Excluded Environmental Liabilities has the meaning set forth in Section 1.5(b)(vi).

Excluded Environmental Liabilities means (1) any loss or liability of any kind or nature arising under Environmental Law and relating to any real property previously owned, leased or operated by any Sold Entity and the JV Majority Participations and any other real property previously owned, leased, occupied or otherwise operated in connection with the Business; and (2) any Environmental Losses required to be indemnified by Seller pursuant to Section 13.