Purchaser Environmental Liabilities shall have the meaning assigned thereto in Section 13.2.
Purchaser Environmental Liabilities means any Liability (including for administrative oversight costs, natural resource damages, monitoring and remediation costs and reasonable fees and expenses of attorneys and consultants) to the extent relating to, or arising out of, (a) any Release of Hazardous Materials first occurring on or after the Closing Date at, in, on or from (i) any Purchased Real Property or (ii) any third-party site to which such Hazardous Materials were sent for treatment or disposal on or after the Closing Date in connection with the Business; (b) any human exposure to Hazardous Materials first occurring on or after the Closing Date, to the extent such (i) Hazardous Materials were first Released on or after the Closing Date in connection with the operation of the Business, or (ii) Hazardous Materials were included in any product manufactured or sold, in each case, on or after the Closing Date, in connection with the operation of Business; (c) any violation of or noncompliance with Environmental Laws or Environmental Permits, including with respect to the generation, use, handling, transportation, storage, registration or record-keeping of Hazardous Materials, in connection with the operation of the Business or any Purchased Assets on or after the Closing Date; and (d) any Actions arising out of or resulting from any of the matters described in the preceding clauses (a) through (c); provided that in no case shall Purchaser Environmental Liabilities include any Seller Environmental Liabilities or any Specified Seller Liabilities.
Purchaser Environmental Liabilities means all Liabilities of Purchaser (whether such Liabilities are owed to Governmental Authorities, third Persons or otherwise, and whether Purchaser is the sole party obligated or holds the obligation together with any other Person) with respect to the Business and the Purchased Assets as follows: (a) attributable to Purchaser's failure to comply with any Environmental Law in its operation of the Business after the Closing Date, or (b) arising out of contamination by materials disposed of at any location by or for Seller in its operation of the Business after the Closing Date for which Purchaser is liable pursuant to any Environmental Law.
Examples of Purchaser Environmental Liabilities in a sentence
Purchaser Environmental Liabilities" shall have the meaning assigned thereto in Section 13.2.
The Seller Indemnifying Parties' indemnification obligations shall be reduced to the extent that any Purchaser Damages or Purchaser Environmental Liabilities are covered by and paid to a Purchaser Indemnified Party or any of their Affiliates pursuant to a warranty or indemnification from a third party or third party insurance.
After the Closing, Purchaser shall have Exclusive -------------------- Control over all Pre-Closing Environmental Liabilities that are (i) Assumed - Purchaser Environmental Liabilities or (ii) Assumed Parent Environmental -- Liabilities but, in the case of clause (ii) of this Section 8.5(b), only (x) if - Parent's indemnification obligations under clause (v) of Section 8.1 have terminated pursuant to the terms of such clause or (y) if the survival period - specified in Section 8.3(g) has expired.
The amount of indemnification due from the Seller Indemnified Parties with respect to any Purchaser Damages or Purchaser Environmental Liabilities shall be reduced by the effect of any tax deduction, credit, refund or other Tax Benefit to a Purchaser Indemnified Party orany of their Affiliates resulting from any Purchaser Damages or Purchaser Environmental Liabilities.
Notwithstanding anything herein to the contrary, the Seller Indemnifying Parties shall have no liability or obligation to indemnify hereunder for any Purchaser Environmental Liabilities arising from acts, events or omissions occurring prior to either of Sellers' operation of the Business on any real property owned, leased or used by either of Sellers or any environmental condition or liability disclosed on the Disclosure Schedule.
More Definitions of Purchaser Environmental Liabilities
Purchaser Environmental Liabilities means any Liability or Loss to the extent relating to, or arising out of, any Releases of Hazardous Materials at, in, on or from any Manufacturing Facility or Owned Real Property on or after the Closing Date; any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were transported or disposed of, or arranged for the transportation or disposal of, from any Manufacturing Facility or Owned Real Property or otherwise in connection with the Business on or after the Closing Date; any exposure on or after the Closing Date to Hazardous Materials in connection with the operation of the Business at any Manufacturing Facility or Owned Real Property or to any Hazardous Material included in any product or material manufactured, marketed, sold or distributed on or after the Closing Date from any Manufacturing Facility or Owned Real Property; any act or omission on or after the Closing Date in connection with the Business, the Manufacturing Facilities or any Owned Real Property, including the manufacture, marketing, sale or distribution of products by the Business on or after the Closing Date, that results in a violation of, or failure to comply with, any applicable Environmental Laws or Environmental Permit; and any Action under any Environmental Law or Environmental Permit brought with respect to environmental conditions arising on or after the Closing Date at any Manufacturing Facility or Owned Real Property (for the avoidance of doubt, “Purchaser Environmental Liabilities” shall not include any Seller Environmental Liabilities set forth in Section 1.151 except as otherwise set forth in Section 8.7).
Purchaser Environmental Liabilities has the meaning set forth in Section 6.5(f). *** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT
Purchaser Environmental Liabilities means any Liability to the extent arising out of, or resulting from, (a) any Releases of Hazardous Materials subsequent to the Closing by any Purchaser Entity at, in, on or from any Leased Real Property; (b) any Releases of Hazardous Materials at any third‑party site to which such Hazardous Materials were sent subsequent to the Closing by any Purchaser Entity from any Leased Real Property; (c) any exposure to Hazardous NYDOCS02/1012922.1 EXECUTION COPY Materials in connection with any Purchaser Entity’s operation of the Business at any Leased Real Property and any exposure to any Hazardous Material included in any product or material sent or distributed by any Purchaser Entity from any Leased Real Property subsequent to the Closing; (d) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring subsequent to the Closing by any Purchaser Entity at any Leased Real Property; and (e) any Actions based upon any post‑Closing violation of or post‑Closing Liability under any Environmental Law or Environmental Permit brought with respect to any Purchaser Entity’s operation of the Business at any Leased Real Property, except for (i) any post‑Closing environmental obligation specifically imposed on Dow in any of the documents identified on Schedule 1.01(k), (ii) any Seller Environmental Liabilities, (iii) any Liability arising out of or resulting from any continuation, for up to six (6) months post‑Closing, of any violation of or non‑compliance with such Laws or Permits prior to Closing which the Purchaser discovers within such six (6) months and notifies the Seller thereof in accordance with Section 9.05, or (iv) any Liabilities referenced in Section 2.02(b)(i).
Purchaser Environmental Liabilities means any Liability or Loss to the extent relating to, or arising out of, any Releases of Hazardous Materials at, in, on or from any Manufacturing Facility or Owned Real Property on or after the Closing Date; any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were transported or disposed of, or arranged for the transportation or disposal of, from any Manufacturing Facility or Owned Real Property or otherwise in connection with the Business on or after the Closing Date; any exposure on or after the Closing Date to Hazardous Materials in connection with the operation of the Business at any Manufacturing Facility or Owned Real Property or to anyHazardous Material included in any product or material manufactured, marketed, sold or distributed on or after the Closing Date from any Manufacturing Facility or Owned Real Property; any act or omission on or after the Closing Date in connection with the Business, the Manufacturing Facilities or any Owned Real Property, including the manufacture, marketing, sale or distribution of products by the Business on or after the Closing Date, that results in a violation of, or failure to comply with, any applicable Environmental Laws or Environmental Permit; and any Action under any Environmental Law or Environmental Permit brought with respect to environmental conditions arising on or after the Closing Date at any Manufacturing Facility orOwned Real Property (for the avoidance of doubt, “Purchaser Environmental Liabilities” shall not include any Seller Environmental Liabilities set forth in Section 1.151 except as otherwise set forth in Section 8.7).
Purchaser Environmental Liabilities means any Liability or Loss to the extent relating to, or arising out of, (a) any Releases of Hazardous Materials at, in, on or from any Manufacturing Facility or Owned Real Property; (b) any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were sent from any Manufacturing Facility or Owned Real Property; (c) any exposure to Hazardous Materials at any Manufacturing Facility or Owned Real Property and any exposure to any Hazardous Material included in any product or material sent or distributed from any Manufacturing Facility or Owned Real Property; (d) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring or existing at any Manufacturing Facility or Owned Real Property; and (e) any Actions under any Environmental Law or Environmental Permit brought with respect to any Manufacturing Facility or Owned Real Property; other than, in the case of clauses (a) through (e), any Seller Environmental Liability.
Purchaser Environmental Liabilities means any and all Liabilities under any Environmental Laws (including any Third Party Claims related thereto) that relate to, or arise out of: (i) the use, ownership, or operation of the Site or the Facilities or its assets, properties and operations after the Closing; (ii) except to the extent such Liabilities are Pre- Closing Environmental Liabilities, or except to the extent Seller would be obligated to indemnify
Purchaser Environmental Liabilities has the meaning set forth in Section 6.5(f).