Retained Environmental Liabilities definition

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.

Retained Environmental Liabilities has the meaning set forth in Section 2.5(b).

Retained Environmental Liabilities has the meaning specified in Section 7.3.

Examples of Retained Environmental Liabilities in a sentence

• As of the Closing of this Agreement, and irrespective of whether Operator Franchisee accepts, rejects or challenges the BFO, whether Operator Franchisee closes escrow, or whether Buyer owns, operates, manages or supplies the BFO Fuel Retail Site, each of the BFO Fuel Retail Sites shall be deemed to be a Purchased Asset for purposes of Third Party Claims, Retained Environmental Liabilities and Assumed Environmental Liabilities.

• As of the Closing of this Agreement, and irrespective of whether Non-BFO Purchaser closes escrow, or whether Buyer owns, operates, manages or supplies the site, each of the Non-BFO Facilities shall be deemed to be a Purchased Asset for purposes of Third Party Claims, Retained Environmental Liabilities and the Assumed Environmental Liabilities.

• The term "Seller's Specifically Retained Liabilities" means: (i) the Retained Environmental Liabilities other than Retained Remediation Costs; (ii) the Pre-Closing Liabilities; (iii) claims made by Buyers arising 2 <PAGE> out of a breach of the representations and warranties specified in Sections 4.1 (a), 4.1(b), 4.1(c), 4.1(m) and 4.1(o); (iv) all Covered Liabilities arising under or in connection with any Excluded Assets; and (v) all Taxes to the extent indemnified against under Section 15.1(b).

• Obligations with respect to claims made pursuant to this Section 5.1(a) related to Retained Environmental Liabilities shall not terminate.

• Notwithstanding any other representation or warranty contained in this Agreement, the representations and warranties contained in this Section 5.13 constitute the sole and exclusive representations and warranties of Seller relating to the Environment, Environmental Laws, Environmental Liability, Environmental Claims, Permits issued pursuant to Environmental Laws, Special Environmental Liabilities, Retained Environmental Liabilities, Releases or Hazardous Materials.

More Definitions of Retained Environmental Liabilities

Retained Environmental Liabilities has the meaning set forth in the definition of "Retained Liabilities."

Retained Environmental Liabilities has the meaning specified in Section 1.01(h) of the Seller Disclosure Letter.

Retained Environmental Liabilities means (i) Seller Consent Decree Obligations; (ii) liabilities and obligations for On-site Remedial Action to the extent arising from Known and Undisclosed Pre-Closing Contamination; (iii) liabilities and obligations for Off-site Remedial Action for any area or plume of Hazardous Materials that extends Off-site on or prior to Closing, provided such area or plume of Hazardous Materials is predominantly located Off-site on or prior to Closing; (iv) liabilities and obligations to the extent arising from the Off-site disposal or recycling of any Hazardous Material from the Business prior to Closing, except to the extent specified in clause (iii) of the definition of Assumed Environmental Liabilities; (v) liabilities and obligations for monetary fines or monetary penalties (and (other than as required by the Consent Decree) supplemental environmental projects in lieu thereof) to the extent attributable to a violation of or non-compliance with Environmental Law prior to Closing and arising out of Seller’s or its Subsidiaries’ ownership or operation of the Refining Assets, the Real Property or the Refinery Easements; (vi) liabilities and obligations in respect of the items identified in Section 1.01(a) Part VI of the Seller Disclosure Schedule; (vii) liabilities and obligations arising from asserted claims, actions, suits or proceedings to the extent alleging a violation or non-compliance by or liability of Seller or any of its Subsidiaries under Environmental Law arising out of the Business or Purchased Assets and pending at Closing; provided, however, that this subsection (vii) shall not be construed to relieve Buyer of its liabilities or obligations specifically assumed in sections (i) through (vi) of the definition of Assumed Environmental Liabilities; (viii) liabilities and obligations arising under Environmental Law to the extent relating to the Excluded Businesses; (ix) Pre-Closing Fuel Compliance Obligations; (x) liabilities and obligations arising from any claim, action, suit or proceeding to the extent alleging human exposure prior to Closing to Hazardous Materials to the extent arising out of the ownership or operation of the Refining Assets, the Real Property or the Refinery Easements; and (xi) except to the extent specified in clauses (i) through (vi) of the definition of Assumed Environmental Liabilities, all other liabilities and obligations arising under Environmental Law to the extent arising from the ownership or operation of the Business, Purcha...

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.

Retained Environmental Liabilities means: (a) all Liabilities relating to the Xxxxxxxxxxx Groundwater Contamination, whether arising prior to, at or after the Closing; and (b) all Liabilities relating to the removal and abatement of the Xxxxxxxxxxx Asbestos Contamination as part of the ongoing asset retirement obligations at the Xxxxxxxxxxx Property, in each case to the extent necessary to complete the Remedial Action in accordance with the Reasonable and Prudent Operator Response.

Retained Environmental Liabilities means all Environmental Liabilities arising out of or relating to (i) properties or facilities formerly owned, leased or operated in connection with the Business or the Transferred Assets, (ii) the off-site transportation, storage, disposal or arrangement for disposal of Hazardous Materials on or prior to the Closing Date, or (iii) all Liabilities arising out of or relating to any Action pending on or prior to the Closing Date in connection with, arising out of or relating to the alleged or actual presence or release of, or exposure to, asbestos or asbestos-containing materials in any form in or at any of the Transferred Assets or in connection with the operations of the Business.

Retained Environmental Liabilities means any Liability (whether arising before, on or after the Closing Date) arising from or associated with any actual or alleged Releases, or any presence of, or exposure to, Hazardous Materials, at, on, under or emanating to or from (i) any real property formerly owned, leased, occupied or otherwise used for any purpose by Seller, the Selling Affiliate and/or the Business or (ii) locations that never were owned, leased or occupied by the Seller, the Selling Affiliate and/or the Business, but which received Hazardous Materials from Seller, the Selling Affiliate and/or the Business on or before the Closing Date.