Examples of San Xxxxxxx Valley Site Liabilities in a sentence
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.
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.
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.