Seller Environmental Liabilities has the meaning set forth in Section 5.12.
Seller Environmental Liabilities means all Environmental Liabilities to the extent arising out of or resulting from (a) the Excluded Assets, the Separation Assets, or any real property, entity or business that was formerly owned, leased or operated (excluding, for the avoidance of doubt, any Owned Real Property and Leased Real Property but in all cases including any real property that, as of the Closing, is currently owned or leased by any Asset Seller or Purchased Company but has been closed or at which Business operations have ceased) by (i) any Asset Seller in connection with the Business or (ii) any Purchased Company, in each case, whether arising prior to or after the Closing, including, for the avoidance of doubt, any real property or assets in Medina, New York; Jaguare, Brazil; or Cumberland, Wisconsin; or (b) any off-site transportation, storage, disposal, treatment or recycling of any Hazardous Substance prior to the Closing by or behalf of (A) any Asset Seller in connection with the Business or (B) any Purchased Company.
Seller Environmental Liabilities shall have the meaning assigned thereto in Section 14.2.
Examples of Seller Environmental Liabilities in a sentence
Seller Environmental Liabilities" shall have the meaning assigned thereto in Section 14.2.
After the Initial Closing Date, with respect to Environmental Liabilities which constitute Excluded Liabilities (the "Seller Environmental Liabilities"), the Buyer will use Commercially Reasonable Efforts not to prejudice or impair the rights of any Seller under Environmental Laws or interfere with the ability of any Seller to contest in appropriate administrative, judicial or other proceedings its liability, if any, for Environmental Claims or Remediation.
Notwithstanding anything to the contrary in this Section 7.7 Buyer and Seller shall cooperate to discharge in accordance with applicable Environmental Laws any removal, Response Actions and similar activities required to address matters that are both Seller Environmental Liabilities and Buyer Environmental and Facilities Liabilities, subject to Buyer’s and Seller’s respective rights to indemnification under Section 8.2(a)(vi) and Section 8.2(b)(iv).
If the Parties are unable to agree upon the allocation of liability pursuant to this Article 13, including, without limitation, the existence of any New Seller Environmental Liabilities or the achievement of Closure, the Parties shall select an independent environmental consultant satisfactory to both Parties to issue a determination with respect to the matter in dispute.
Buyer shall be responsible for all Environmental Liabilities that are not Seller Environmental Liabilities (“Buyer Environmental Liabilities”).
More Definitions of Seller Environmental Liabilities
Seller Environmental Liabilities means any and all losses, claims, demands, liabilities, causes of action, damages, costs and expenses, fines or penalties (including without limitation attorney fees and other defense costs), known or unknown, foreseen or unforeseen, whether contingent or otherwise, fixed or absolute, present or future asserted against or incurred by Seller or Buyer arising out of or related to (a) any environmental condition first existing or occurring on or prior to the Closing Date or resulting from facts, circumstances or events first existing or occurring on or prior to the Closing Date, including without limitation, (i) the presence, disposal, discharge, release or other handling or management of, or exposure to, Hazardous Substances at, on or in any the Leased Real Property during Seller’s period of occupancy (including, for the avoidance of doubt, any post-Closing migration, movement or continuing discharge, disposal or release of, or exposure to, any Hazardous Substances first present, discharged, disposed or released on or prior to the Closing Date), or (ii) the off-site or on-site transportation, storage, treatment, recycling, other handling, discharge, disposal or release of Hazardous Substances by or on behalf of Seller or any Person under Seller’s or Founder’s control; (b) any violation of, or liability under, any Environmental Law or any Environmental Permit first existing or occurring prior to the Closing Date (including without limitation costs and expenses incurred or required to bring the Leased Real Property, Seller or the Business into compliance with all applicable Environmental Laws and Environmental Permits and any fines, penalties and defense costs incurred by Seller or Buyer) with respect to Seller, the Business, the Leased Real Property or any property now or previously owned, operated, leased or otherwise used by Seller; or (c) any environmental condition or any violation of, or liability under, Environmental Laws or Environmental Permits with respect to the Leased Real Property that arise out of, relate to, or result from any acts or omissions of any Seller, Founder, their Affiliates or any other Person under their control after the Closing Date.
Seller Environmental Liabilities means any Third Party Claim brought against Buyer or the Company pursuant to any Environmental Law in effect as of the Effective Date to the extent arising from or related to any action, event, circumstance or condition that first occurred between the Forum Acquisition Date and the Closing and either (i) known to Seller but not disclosed to Buyer on Schedule 3.13, or (ii) created by or related to the operations of the Company or an Affiliate of the Company at any time during the period the Company owned the Owned Real Property, except (x) to the extent any such Third Party Claim arises from or is related to any change that occurs after the Closing to (A) the land use or zoning of the Owned Real Property, (B) the nature of the Business, (C) the use or permitted use of the Owned Real Property, (D) the physical condition of to the Owned Real Property, including but not limited to any modification, construction, excavation, demolition or other physical changes to the Owned Real Property or (E) the activities conducted at the Owned Real Property, or (y) as set forth in Section 10.1, Section 10.2, Section 10.3 or Section 10.4.
Seller Environmental Liabilities means any and all losses, claims, demands, liabilities, causes of action, damages, costs and expenses, fines or penalties (including without limitation attorney fees and other defense costs), known or unknown, foreseen or unforeseen, whether contingent or otherwise, fixed or absolute, present or future asserted against or incurred by Seller or Buyer arising out of or related to (a) any environmental condition first existing or occurring on or prior to the Final Closing Date or resulting from facts, circumstances or events first existing or occurring on or prior to the Final Final, including without limitation, (i) the presence, disposal, discharge, release or other handling or management of, or exposure to, Hazardous Substances at, on, in or under any the Leased Real Property or property now or previously owned, operated, leased or otherwise used by Seller (including, for the avoidance of doubt, any post-Closing migration, movement or continuing discharge, disposal or release of, or exposure to, any Hazardous Substances first present, discharged, disposed or released on or prior to the Closing Date), or (ii) the off-site or on-site transportation, storage, treatment, recycling, other handling, discharge, disposal or release of Hazardous Substances by or on behalf of Seller or any Person under Seller’s or Parent’s control; (b) any violation of, or liability under, any Environmental Law or any Environmental Permit first existing or occurring prior to the Final Closing Date (including without limitation costs and expenses incurred or required to bring the Leased Real Property, Seller or the Business into compliance with all applicable Environmental Laws and Environmental Permits and any fines, penalties and defense costs incurred by Seller or Buyer) with respect to Seller, the Business, the Leased Real Property or any property now or previously owned, operated, leased or otherwise used by Seller; or (c) any environmental condition or any violation of, or liability under, Environmental Laws or Environmental Permits with respect to the Leased Real Property that arise out of, relate to, or result from any acts or omissions of any Seller, Parent, their Affiliates or any other Person under their control after the Final Closing Date.
Seller 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 prior to 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 prior to the Closing Date in connection with the Business, including, in each case, any migration of or exposure to, on or after the Closing Date, any Hazardous Materials Released prior to the Closing Date; (b) any human exposure to Hazardous Materials prior to, on or after the Closing Date, to the extent such (i) Hazardous Materials were Released prior to 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, prior to the Closing Date, in connection with the Business;
Seller Environmental Liabilities means Liabilities under Environmental Laws arising from facts, circumstances or conditions existing, initiated or occurring prior to the Closing Date, whether asserted or incurred before or after the Closing Date.
Seller Environmental Liabilities means, to the extent not indemnified by Consolidated Edison Company of New York pursuant to ConEd Agreement, liability arising from the disposal of any Hazardous Substance, to the extent relating to or arising from the ownership or operation of the Facilities prior to the Closing Date and during the period of ownership of Orion Power Holdings, Inc. at any Off-Site Location.
Seller Environmental Liabilities means all Liabilities or Losses to the extent arising from or related to the presence or any Releases of Hazardous Materials at, in, on or from the Manufacturing Facility or Owned Real Property located in South Haven, Michigan prior to 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, by the Seller from any Manufacturing Facility or Owned Real Property or otherwise in connection with the Business prior to the Closing Date; any exposure prior to the Closing Date (i) to Hazardous Materials in connection with the Seller’s operation of the Business at any Manufacturing Facility or Owned Real Property or (ii) to any Hazardous Material included in any product or material manufactured, marketed, sold or distributed prior to the Closing Date by the Seller from any Manufacturing Facility or Owned Real Property or by the Business; and any act or omission by the Seller prior to 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 prior to the Closing Date, that has resulted in or results in a violation of, or failure to comply with, any applicable Environmental Laws or Environmental Permit.