Indemnified Environmental Liabilities has the meaning specified in Section 10.06.
Indemnified Environmental Liabilities means any liabilities, obligations, losses, damages (including, without limitation, natural resource damages), penalties, actions, judgments, suits, claims (including Environmental Claims), costs (including, without limitation, the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation, or other response action necessary to remove, remediate, clean up, or xxxxx any Hazardous Materials or any activity relating to Hazardous Materials that is in violation of any Environmental Laws or that presents a material risk of giving rise to an Environmental Claim), expenses and disbursements of any kind or nature whatsoever, whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of: (i) any Release, threatened Release or disposal of any Hazardous Materials at any of the Facilities; (ii) the Release, threatened Release, or disposal at any location of any Hazardous Materials generated at or originating from any of the Facilities by or at the direction of Company or any of its Subsidiaries; (iii) any Environmental Claim in connection with any of the Facilities; or (iv) the operation of or violation of any Environmental Law at any of the Facilities.
Indemnified Environmental Liabilities has the meaning set forth in subsection 10.3.
Examples of Indemnified Environmental Liabilities in a sentence
To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Environmental Liabilities incurred by the Indemnitees or any of them.
Notwithstanding the foregoing, the Company shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Environmental Liabilities to the extent resulting from the gross negligence or willful misconduct of the Indemnified Person.
Absent such acknowledgement, the Buyer will continue to exercise Principal Management of the matters that are the subject of such claim, subject to reimbursement by the Pxxxxxx Sellers of Losses which arise from Indemnified Environmental Liabilities.
More Definitions of Indemnified Environmental Liabilities
Indemnified Environmental Liabilities. All Liabilities relating to (i) the pre-closing environmental liabilities and obligations set forth on Schedule 1.01(a) hereto, (ii) all future upgrades set forth on Schedule 1.01(b) hereto necessary to cause USTs to conform to the 1998 federal standards for USTs, and (iii) all environmental liabilities and obligations arising out of discharges with respect to the properties containing USTs that have not been upgraded to conform to the 1998 federal standards for USTs, that are discovered prior to the date such USTs are upgraded to meet the 1998 federal standards.
Indemnified Environmental Liabilities means all liabilities arising under Environmental Laws relating to or arising from (A) any breach of the representations and warranties set forth in Section 7.11; (B) any Straddle Environmental Regulatory Issue (solely to the extent arising from pre-Closing operations or activities); and (C) any Straddle Hazardous Substance Release (solely to the extent arising from pre-Closing operations or activities).
Indemnified Environmental Liabilities has the meaning given to that term in Section 10.1(b)(i).
Indemnified Environmental Liabilities shall have the meaning set forth in the whereas clause, paragraph one, of this Agreement.
Indemnified Environmental Liabilities means: (a) the presence, storage, transportation, treatment, disposal, discharge, Release, or recycling of Hazardous Materials, or the arrangement for such activities, on or prior to the Closing Date, at or to any Off-Site Location, by or on behalf of the Company; (b) any Environmental Claims arising from or related to the Business prior to the Closing Date (whether or not such Losses arose or were made manifest before the Closing Date or arise or become manifest on or after the Closing Date); (c) claims for loss of life, injury to persons or property or damage to the Environment or similar causes of action arising from or related to the Business prior to the Closing Date (whether or not such loss, injury or damage arose or were made manifest before the Closing Date or arise or become manifest on or after the Closing Date); (d) the presence or Release or threatened Release of Hazardous Materials on or prior to the Closing Date at any Real Property; (e) violations or alleged violations of, or noncompliance or alleged noncompliance with Environmental Laws or Environmental Permits on or prior to the Closing Date (whether or not such violations or noncompliance arose or were made manifest before the Closing Date or arise or become manifest on or after the Closing Date); and (f) any Contract, other consensual arrangement, or Order entered into or issued on or prior to the Closing Date pursuant to which any liability is assumed or imposed with respect to Environmental Laws or Hazardous Materials.
Indemnified Environmental Liabilities has the meaning given to that term in Section 8.3(a);
Indemnified Environmental Liabilities as defined in Section 11.5.