San Xxxxxxx Valley Site Liabilities definition

San Xxxxxxx Valley Site Liabilities means any and all losses and obligations arising from or related to any of the following: (a) any hazardous substances or other contamination present at, in, on or under, or that originated at or migrated from, the Borrower’s or any Subsidiaries’ real property (including their leased real property in City of Industry, California) on or prior to the Closing Date, including any obligations to or asserted by the California Regional Water Quality Control Board, the United States Environmental Protection Agency or other government agency; (b) any involvement in, with or at the San Xxxxxxx Valley Superfund Site and/or the Xxxxxx Valley Area or Operable Unit thereof (collectively, the “San Xxxxxxx Valley Superfund Site”); and (c) all pending and any future-asserted personal injury, property or natural resource damage, toxic tort or other lawsuits or claims related to hazardous substances or other contaminants within the San Xxxxxxx Valley Superfund Site and/or any Hazardous Substances or other contamination present at, in, on or under, or that originated at or migrated from, the Borrower’s or any Subsidiary’s real property (including their leased real property in the City of Industry, California) on or prior to the Closing Date, including any contamination-related claims or lawsuits filed or to be filed by water suppliers located within the San Xxxxxxx Valley Superfund Site.

San Xxxxxxx Valley Site Liabilities means any and all losses and obligations arising from or related to any of the following: (a) any hazardous substances or other contamination present at, in, on or under, or that originated at or migrated from, the Borrower’s or any Subsidiary’s leased real property in the City of Industry, California on or prior to the date hereof, including any obligations to or asserted by the California Regional Water Quality Control Board, the United States Environmental Protection Agency or other government agency; (b) any involvement in, with or at the San Xxxxxxx Valley Superfund Site and/or the Xxxxxx Valley Area or Operable Unit thereof in connection with the Borrower’s or any Subsidiary’s leased real property in the City of Industry, California (collectively, the “San Xxxxxxx Valley Superfund Site”); and (c) all pending and any future asserted personal injury, property or natural resource damage, toxic tort or other lawsuits or claims related to hazardous substances or other contaminants within the San Xxxxxxx Valley Superfund Site and/or any Hazardous Substances or other contamination present at, in, on or under, or that originated at or migrated from, the Borrower’s or any Subsidiary’s leased real property in the City of Industry, California on or prior to the date hereof, including any contamination related claims or lawsuits filed or to be filed by water suppliers located within the San Xxxxxxx Valley Superfund Site thereof in connection with the Borrower’s or any Subsidiary’s leased real property in the City of Industry, California.

San Xxxxxxx Valley Site Liabilities means any and all Losses and obligations arising from or related to any of the following: (a) any hazardous substances or other contamination present on, or that originated at or migrated from, the Company's real property, including the Leased Real Property, in City of Industry, California on or prior to the Closing Date, including any obligations to or asserted by the California Regional Water Quality Control Board or other government agency; (b) any involvement in, with or at the San Xxxxxxx Valley Superfund Site and/or the Xxxxxx Valley Area or Operable Unit thereof (collectively, the "San Xxxxxxx Valley Superfund Site"); and

Examples of San Xxxxxxx Valley Site Liabilities in a sentence

• To the Borrower’s knowledge, Xxxxxx Xxxxx Dermo-Cosmetique S.A., a French société anonyme, has accurately described to the Borrower the history and current status of the San Xxxxxxx Valley Site Liabilities through a combination of written documents, responses to due diligence inquiries and discussions with the Borrower’s counsel and environmental consultant, the substance of which disclosures is incorporated herein by reference.

• Except as set forth on Schedule 5.16 and except for the existence of the San Xxxxxxx Valley Site Liabilities, the Premises are not and never have been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar federal, state or local list, schedule, log, inventory or database.

• Notwithstanding anything in this Section 8.2 to the contrary, Buyer and the Company shall have the sole and exclusive right to control the defense or prosecution of, and the settlement or other resolution of, any claim relating to San Xxxxxxx Valley Site Liabilities.

• Seller's indemnification obligations with respect to the San Xxxxxxx Valley Site Liabilities shall survive only with respect to claims for indemnification first made by Buyer or the Company in good faith prior to the fifth anniversary of the Closing and shall terminate with respect to any claims for indemnification first made by Buyer or the Company after the fifth anniversary of the Closing.

• Except as disclosed below and except for the San Xxxxxxx Valley Site Liabilities, there have not existed in the past, nor are there any threatened or impending requests, claims, notices, investigations, demands, administrative proceedings, hearings or litigation relating in any way to the Premises or Company, alleging material liability under, violation of, or noncompliance with any Environmental Law or any license, permit or other authorization issued pursuant to such an Environmental Law.