Indemnified Environmental Matters definition

Indemnified Environmental Matters has the meaning given to that term in Section 10.1(b)(i).
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Indemnified Environmental Matters has the meaning set forth in Section 8.2(c)(iv)(A).
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Indemnified Environmental Matters is defined in Section 10.8(a)(3) of this Agreement.
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Examples of Indemnified Environmental Matters in a sentence

  • With the exception of a fraud claim or a claim to enforce the terms of this Environmental Indemnity, the Purchaser Group hereby waives all statutory or common law rights and remedies, including but not limited to any claims under CERCLA, against Triarc for any Environmental Costs associated with Indemnified Environmental Matters.

  • Seller's indemnification obligations in respect of Indemnified Environmental Matters under this Agreement shall be enforceable by a transferee of Real Property Buyer's interest in any Transferred Real Property only to the extent that (i) Seller consents to the assignment to such transferee of Real Property Buyer's rights to indemnification hereunder, which consent shall not be unreasonably withheld, and (ii) such transferee adheres in all respects to the terms of this Article VI.

  • For the avoidance of doubt, Seller shall have no indemnification obligation or other liability hereunder with respect to any Environmental Matters other than Indemnified Environmental Matters or Retained Liabilities.

  • Without limiting the foregoing, such purposes may include access and use of personnel for information, testimony, statements and similar matters pertaining to litigation, claims, proceedings, tax contests, audits and other matters involving the Company's business or operations prior to the Closing Date (including without limitation relating to FRT Claims, the Indemnified Environmental Matters, or the Company's use of CCA).

  • The restrictions in this Section 6.03(d) shall be of no further force and effect upon the expiration of Seller's indemnification obligations with respect to Indemnified Environmental Matters.

  • The parties agree that the Indemnifying Parties' obligation to indemnify Purchaser Group for Indemnified Environmental Matters shall constitute the Purchaser Group's sole and exclusive remedy regarding any Indemnified Environmental Matters that may arise in connection with this transaction.

  • A.526- 27.¶¶45-48; A.318-25; A.637-40.Meanwhile, WRTL-SPAC receives contributions of $500 or more in the 15 days before an election, cf.

  • Seller shall have no obligation under Section 6.01(a) to indemnify Buyer or its Affiliates for any Losses in respect of Indemnified Environmental Matters that are caused after the Closing Date by Buyer, its Affiliates or their respective agents.

  • Any violation by Buyer, Real Property Buyer or any of their respective Affiliates of this Section 6.03(d) shall relieve Seller of its indemnification obligations with respect to Indemnified Environmental Matters.


More Definitions of Indemnified Environmental Matters

Indemnified Environmental Matters means any Environmental Matters to the extent identified in the Existing Environmental Reports as being present prior to the Effective Time in, on or under the Real Property and the facilities thereon, or, to the knowledge of Seller or Huntington, to the extent identified in any other environmental assessment conducted by Huntingon or Seller prior to the Effective Time as being present prior to the Effective Time in, on or under the Real Property and the facilities thereon.
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Indemnified Environmental Matters means any of the following: (a) any violation of Environmental Laws or any License under Environmental Laws by the Company or at the Williston facility on or prior to the Closing Date; (b) any Releases or Contamination in violation of Environmental Laws which was generated by the Company and was disposed of at any location other than any site or facility now or previously owned, operated or leased by the Company and the Williston facility (the "Properties") if the disposal or arrangement of the disposal of the Hazardous Materials at such location took place on or prior to the Closing Date which would trigger an Environmental Action or a liability, Remedial Action or an affirmative obligation under Environmental Laws; and (c) any Releases or Contamination in violation of Environmental Laws migrating from or existing on the Closing Date at any of the Properties which would trigger an Environmental Action or a liability, Remedial Action or an affirmative obligation under Environmental Laws.
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Indemnified Environmental Matters means any claim, damage, losses, liabilities, costs and expenses of any nature whatsoever related to the Xxxxxxxx-Mesena Road Landfill located in Thomson, Georgia including but not limited to claims, damages, losses, liabilities, costs and expenses in the action filed in the Superior Court of Richmond County, Georgia styled Xxxxxxx X. Xxxxx et al. x. Xxxxx X. Xxxx et al.
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Indemnified Environmental Matters has the meaning given to that term in Section 8.3(a);
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Indemnified Environmental Matters has the meaning set forth in Section 10.2(d).
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Related to Indemnified Environmental Matters

  • Environmental Matter means any past, present or future activity, event or circumstance in respect of the environment, health or safety including the Release of any Hazardous Substance including any substance which is hazardous to Persons, animals, plants, or which has a detrimental effect on the soil, air or water, or the generation, treatment, storage, use, manufacture, holding, collection, processing, treatment, presence, transportation or disposal of any Hazardous Substances.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:

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

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • 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 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.

  • Applicable Environmental Laws means any applicable federal, state, or local government law (including common law), statute, rule, regulation, ordinance, permit, license, requirement, agreement or approval, or any applicable determination, judgment, injunction, directive, prohibition or order of any governmental authority with jurisdiction at any level of federal, state, or local government, relating to pollution or protection of the environment, ecology, natural resources, or public health or safety.

  • 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.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Lender’s Environmental Liability means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

  • Adverse Environmental Condition shall refer to (i) the existence or the continuation of the existence, of an Environmental Emission (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Emission), of, or exposure to, any substance, chemical, material, pollutant, Contaminant, odor or audible noise or other release or emission in, into or onto the environment (including, without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment or (iii) the violation, or alleged violation of any statutes, ordinances, orders, rules regulations, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any Equipment.

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • 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.

  • 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.

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • 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 Harm means serious or material environmental harm or environmental nuisance as defined in the Environmental Protection Xxx 0000 (Qld);

  • Applicable Environmental Law means any Law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any board of fire underwriters (or other body exercising similar functions), affecting any real or personal property owned, operated or leased by any Credit Party or any other operation of any Credit Party in any way pertaining to health, safety or the environment, including all applicable zoning ordinances and building codes, flood disaster Laws and health, safety and environmental Laws and regulations, and further including (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as “CERCLA”), (b) the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Recovery Act of 1976, as amended by the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended from time to time, herein referred to as “RCRA”), (c) the Safe Drinking Water Act, as amended, (d) the Toxic Substances Control Act, as amended, (e) the Clean Air Act, as amended, (f) the Occupational Safety and Health Act of 1970, as amended, (g) the Laws, rules and regulations of any state having jurisdiction over any real or personal property owned, operated or leased by any credit Party or any other operation of any Credit Party which relates to health, safety or the environment, as each may be amended from time to time, and (h) any federal, state or municipal Laws, ordinances or regulations which may now or hereafter require removal of asbestos or other hazardous wastes or impose any liability related to asbestos or other hazardous wastes. The terms “hazardous substance”, “petroleum”, “release” and “threatened release” have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided that, in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment with respect to all provisions of this Agreement; provided further that, to the extent the Laws of the state in which any real or personal property owned, operated or leased by any Credit Party is located establish a meaning for “hazardous substance”, “petroleum”, “release”, “solid waste” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply in so far as such broader meaning is applicable to the real or personal property owned, operated or leased by any such Credit Party and located in such state.

  • Environmental Proceedings means any judicial or administrative proceedings arising from or in any way associated with any Environmental Requirement.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • 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.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Insured Environmental Event As defined in Section 3.07(d).

  • Environmental Activities means the use, generation, transportation, handling, discharge, production, treatment, storage, release or disposal of any Hazardous Materials at any time to or from any portion of the Premises or located on or present on or under any portion of the Premises.