Historical Environmental Liabilities definition

Historical Environmental Liabilities means any Historical On-Site Environmental Liabilities or Historical Off-Site Environmental Liabilities.
Sample 1Sample 2Sample 3
Historical Environmental Liabilities means Losses relating to Environmental Claims with regard to the Purchased Assets or Leased Office Facility and arising out of an Environmental Condition at, on or under or migrating to or from the Purchased Assets or Leased Office Facility and which Environmental Condition existed prior to the Effective Time, including (a) Losses arising out of the operations, practices or other activities (or omissions) of Seller (or Seller’s predecessors in interest) at or on the Purchased Assets, Leased Office Facility or Projects prior to the Effective Time, and (b) Losses arising out of the handling, transfer, release, presence or disposal by or on behalf of Seller (or Seller’s predecessors in interest), prior to the Effective Time, of Hazardous Materials that originated at or on the Purchased Assets, Leased Office Facility or the Projects.
Sample 1Sample 2
Historical Environmental Liabilities means those Liabilities arising out of an Environmental Condition at, on or under the Purchased Assets that existed prior to May 2, 2005, excluding those Environmental Conditions set forth on Exhibit 1.1(F).
Sample 1Sample 2

Examples of Historical Environmental Liabilities in a sentence

  • For the avoidance of doubt with respect to Section 10A.02(e)(1), Buyer shall not be obligated to indemnify Seller under Section 10A.02(e)(1) for Historical Environmental Liabilities, except in the event of a breach by Buyer of its covenants or obligations under Section 5.02(d) or Section 9.04, in which case Buyer’s indemnification obligations under this Section 10A.02(e) shall apply.

  • Any investigation of Historical Environmental Liabilities and/or Environmental Conditions by or on behalf of Buyer shall not be considered a Restricted Activity if it is limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections.

  • The provisions of this Section 9.03(b) shall not apply to Losses arising out of or resulting from Seller Historical Environmental Liabilities in accordance with Section 9.02(c).

  • Notwithstanding anything to the contrary in this Agreement, Seller shall have no indemnification obligations for Historical Environmental Liabilities directly or indirectly discovered or revealed as a result of a breach by Buyer of any provision of Section 5.13.

  • The provisions of this Section 9.03(a) shall not apply to Losses arising out of or resulting from Seller Historical Environmental Liabilities in accordance with Section 9.02(c).

  • Any investigation of Historical Environmental Liabilities, Indemnifiable Environmental Liabilities or Environmental Conditions by or on behalf of Buyer will not be considered a Restricted Activity if it is limited to visual inspections and site visits commonly included in the scope of a Phase 1 Level Environmental Inspection.

  • Limitations and Procedures Applicable to Indemnification for Historical Environmental Liabilities 70 SECTION 8.08.

  • At Closing, Purchaser and Seller shall enter into an environmental action agreement in the form of Exhibit H, with such modifications or amendments as the Parties shall approve, each in its sole discretion, with respect to claims, liabilities and obligations relating to Seller Historical Environmental Liabilities and Remedial Action relating to the environmental matters that are the subject of such claims, liabilities and obligations (the "Environmental Action Agreement").

  • Limitations and Procedures Applicable to Indemnification for Historical Environmental Liabilities..................

  • Limitations and Procedures Applicable to Indemnification for Historical Environmental Liabilities 71 SECTION 8.08.


More Definitions of Historical Environmental Liabilities

Historical Environmental Liabilities means any liability regarding Environmental Matters that relates to the period prior to the SPA II Closing, excluding any liability for Dismantling, Decommissioning and treatment of Nuclear Waste related to the Demerged LTO Units to the extent expressly provided for in any other Transaction Document and without prejudice to the Company’s obligations to transfer the sites in a state of industrial greenfield in accordance with paragraph 1.6 (D) of schedule 4 (Caps) to the Implementation Agreement;
Sample 1

Related to Historical Environmental Liabilities

  • Environmental Liabilities means all liabilities, monetary obligations, losses, 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.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, 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 by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Materials of Environmental Concern any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

  • Environmental Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Environmental CapEx Debt means Indebtedness of the Company or any of its Subsidiaries incurred for the purpose of financing capital expenditures to the extent deemed reasonably necessary, as determined by the Company or any of its Subsidiaries, as applicable, in good faith and pursuant to prudent judgment, to comply with applicable Environmental Laws.

  • Environmental Claim means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.