Retained Environmental Liability definition

Retained Environmental Liability shall have the meaning given to such term in Section 6.08 of the Partnership Agreement.

Retained Environmental Liability means at the surfactants production and manufacturing facility operated by the relevant EDS Entity and located at Saint-Mihiel (France): (i) any discharge, release, spillage, leakage, escape, deposit, presence, storage, accumulation or disposal of any Hazardous Substances at, on, or under the property or any emanation or migration of Hazardous Substances known by the Indemnified Party’s Group and/or any Relevant Protected Person or described or otherwise disclosed in information fairly disclosed by the Seller, the Retained Group and the EDS Entities to the Indemnified Party and/or any Relevant Protected Person, including without limitation all matters contained in the Data Room and the Disclosed Information as at the Completion Date (the “Saint-Mihiel Retained Contamination Liabilities”); and (ii) the presence of asbestos on the Completion Date (the “Saint-Mihiel Retained Asbestos Liabilities”);

Retained Environmental Liability means at the surfactants production and manufacturing facility operated by the relevant EDS Entity and located at Saint-Mihiel (France):

Examples of Retained Environmental Liability in a sentence

• The Indemnifying Party shall pay the Indemnified Party any amount which is due to be paid pursuant to the terms herein on or before the date falling twenty (20) Business Days after the amount of Environmental Losses has been finally agreed or determined in accordance with this Schedule or such other timescales or payment dates as are agreed between the parties in respect of an agreed settlement of any Covenant Claim or Retained Environmental Liability Claim by the parties.

• Holdings shall have completed its review of the Environmental Assessments to be provided by Parent and its other related environmental due diligence activities and shall have reasonably determined that there does not exist any environmental compliance or liability issue with respect to a Facility (other than a Retained Environmental Liability) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

• Lessee shall cooperate reasonably with Lessor’s assessment, remediation, and other response actions with respect to the Retained Environmental Liability and shall not (i) damage any monitoring xxxxx or other structures or devices installed to address the Retained Environmental Liability; (ii) exacerbate any of the Existing Environmental Conditions; or (iii) cause new releases of hazardous waste or substances (clauses (i), (ii) and (iii) referred to herein collectively as “New Environmental Conditions”).

• The Partners agree that after the Closing Date the IMC Partner and the FRP Partner will consult with each other concerning negotiation, remediation and expenditures to be made by the Partnership or the Partners, as the case may be, for the Environmental Liabilities listed on Part I and Part II of Schedule 2.05(iv) to the Contribution Agreement (each a "Retained Environmental Liability").

• Except to the extent of the Retained Environmental Liability, Lessee takes the Leased Premises “AS IS”, both as to title and physical condition, there being no representations or warranties by Lessor concerning the title to or physical condition of the Leased Premises, except as expressly provided in this Lease.

More Definitions of Retained Environmental Liability

Retained Environmental Liability means any Liability arising from or relating to (A) Releases or exposure to Hazardous Materials to the extent occurring prior to the Closing Date at, on, in, under or from the Stoughton Facility or any other property now or previously owned by Seller or an Affiliate of Seller or any predecessor of Seller and used with respect to the Business, including post-Closing migration of Hazardous Materials; (B) the off-site transportation, storage, treatment, recycling or disposal of Hazardous Materials by or on behalf of Seller or an Affiliate of Seller or any predecessor of Seller in connection with the conduct of the Business; or (C) any material violation of an Environmental Law by Seller or any Affiliate of Seller in connection with the conduct of the Business, and Liability relating to the continuation of such violation after the Closing Date for a reasonable time to enable Buyer to diligently discover and correct the violation, except to the extent that the Buyer fails to correct the violation after discovery; provided, however, that Seller shall be responsible for any such Liabilities which have been accrued prior the Closing Date.

Retained Environmental Liability and “Retained Environmental Liabilities” refer to any Environmental Defects that satisfy all of the terms and conditions of this Section 5.4 B. Notwithstanding the provisions of Section 5.4 A above, if Buyer discovers or a third party asserts an Environmental Defect arising from an act, omission or other event which occurred prior to the Effective Time and the out-of-pocket cost of resolving such Environmental Defect, including the cost to Remediate in accordance with applicable Environmental Law, or damages incurred with respect thereto, exceeds $10,000.00, Buyer may notify Seller in writing as soon as possible after such discovery or claim but in no event later than December 31, 2008, to assume such Environmental Defect relating to such Environmental Defect in accordance with the terms of this Section 5.4 B. Such written notice shall describe the details known to Buyer of the Environmental Defect relating to such environmental liability and Buyer shall concurrently furnish to Seller all information available to Buyer related to such Environmental Defect. If Buyer timely notifies Seller of such Environmental Defects on or before December 31, 2008, then Seller shall retain the risk, cost, expense and liability related to such Environmental Defect. If Buyer fails to notify Seller in writing of any Environmental Defect on or before December 31, 2008, Buyer shall have waived and forfeited Buyer’s right to require Seller to retain the risk, cost, expense and/or liability relating to such Environmental Defect. With respect to any Environmental Defect of which Buyer timely notifies Seller, Seller shall have the option to (i) Remediate such Environmental Defect to Buyer’s reasonable satisfaction or (ii) reacquire the Asset affected by such Environmental Defect. If Seller elects to reacquire the affected Asset, Seller shall pay Buyer the Allocated Value of such Asset (reduced by the amount of net income, if any, from the affected Asset from the Effective Time to the date of reassignment) and Buyer shall reassign to Seller with special warranty of title the entire interests in the affected Asset previously assigned by Seller to Buyer hereunder, effective as of the Effective Time. Notwithstanding the provisions of this Section 5.4 B, Seller shall have no obligation under this Section 5.4 B unless the aggregate cost to Remediate all Environmental Defects exceeds $500,000.00, which amount is a threshold, not a deductible, and if such threshold is exceeded, the obligat...

Retained Environmental Liability. (as defined in Section 1.7(e));

Retained Environmental Liability which for purposes of this Agreement shall mean (i) any “Loss” (as defined in Section 11.1) arising from a claim by a third party, including a Governmental Body, that relates to any matter or condition that constitutes, or is demonstrated to have constituted, a violation of any applicable Environmental Law as in effect on the Transfer Date and listed on Schedule 3.6(d), and (ii) any Loss arising from a condition or event at, on or under the Real Property which occurred on or prior to the Transfer Date, including the presence or release of any “Hazardous Substance” (as defined in Section 3.6(d)), to the extent that such condition is delineated during the “Phase I” or “Phase II” (as such terms are defined in Section 5.8), whether or not known on or prior to the Transfer Date;

Retained Environmental Liability means any Environmental Liability, whether or not set forth on the Schedules hereto, attributable or relating to, resulting from or caused by (i) any real property, improvement, or facility now or previously owned, operated or leased by any of the Subject Companies or the Business (or any of the Selling Parties with respect to the Business), other than the Real Property, (ii) the offsite treatment, storage, disposal or arrangement for disposal of Hazardous Substances by any of the Selling Parties or the Subject Companies or otherwise in connection with the Business (including any such Hazardous Substances generated in connection with operations upon the Real Property) in each case prior to the Closing, (iii) any Pre-Closing Erie Onsite Environmental Liabilities or (iv) any Known RECs.

Retained Environmental Liability has the meaning specified in Section 7(C).

Retained Environmental Liability means Environmental Liability that Georgia-Pacific specifically retains in accordance with Section 4.2 of this Agreement.