Seller Environmental Obligations definition

Seller Environmental Obligations has the meaning given in Section 13.1.
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Seller Environmental Obligations means, subject to the limitations contained herein, all Environmental Liabilities to the extent arising out of any Environmental Claim, but only to the extent such Environmental Claim arises or results from an Environmental Condition existing at the Closing Date and only if:
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Seller Environmental Obligations has the meaning set forth in Section 7.4.
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Examples of Seller Environmental Obligations in a sentence

  • Buyer waives for all purposes all objections associated with the environmental and physical and other condition of the Assets (including environmental contamination and Environmental Conditions), and releases and discharges Seller Parties in respect of all Claims Buyer Parties may have in connection with the environmental and physical and other condition of the Assets (including environmental contamination and Environmental Conditions), except in respect of Seller Environmental Obligations.

  • Seller's obligations to refund any portion of the Purchase Price pursuant to Section 6.1(d) and Seller's obligations under this Agreement with respect to any Seller Environmental Obligations shall immediately cease and be fully released and discharged at such time as the Company ceases to be neither directly nor indirectly owned and controlled by a BG Entity or an Affiliate of a BG Entity.

  • On or before the 15th day of each month, the Buyer Indemnified Party shall provide Seller with a schedule setting forth amounts paid during the preceding month for goods or services actually provided or performed, or damages or expenses paid, any portion of which constitutes Seller Environmental Obligations, including the portion thereof which the Buyer Indemnified Party is obligated to bear.

  • From and after Closing and except for the rights and remedies expressly provided in Section 15.2 with respect to any Seller Environmental Obligations, the Buyer Indemnified Persons shall have no rights to recovery or indemnification for Environmental Liabilities or any Environmental Matters under this Agreement or Law, and all rights or remedies which any Buyer Indemnified Person may have at or under Law with respect to any Environmental Liabilities or Environmental Matters are expressly waived.

Related to Seller Environmental Obligations

  • Environmental Obligation shall have the meaning given such term in Section 4.3.1.

  • Governmental Obligations means securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the stated maturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt.

  • Adverse Environmental Condition shall refer to (i) the existence or the continuation of the existence, of an Environmental Emission (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Emission), of, or exposure to, any substance, chemical, material, pollutant, Contaminant, odor or audible noise or other release or emission in, into or onto the environment (including, without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment or (iii) the violation, or alleged violation of any statutes, ordinances, orders, rules regulations, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any Equipment.

  • Lender’s Environmental Liability means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

  • Environmental Contamination means the introduction or presence of Hazardous Materials at such levels, quantities or location, or of such form or character, as to constitute a violation of federal, state or local laws or regulations, and present a material risk under federal, state or local laws and regulations that the Premises will not be available or usable for the purposes contemplated by this Agreement.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • 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.

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.

  • Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:

  • ICT Environment means the Authority System and the Contractor System. “Information” has the meaning given under section 84 of the FOIA.

  • National Pollutant Discharge Elimination System Permit or “NPDES” means a permit issued by the MPCA as required by federal law for the purpose of regulating the discharge of pollutants from point sources into waters of the United States from concentrated animal feeding operations (CAFOs) as defined by federal law

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • Municipal Obligations means Municipal Bonds as described in the Offering Memorandum.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • Environmental justice means the fair treatment and

  • Environmental Violation means any activity, occurrence or condition that violates or results in non-compliance with any Environmental Law in any Material respect.

  • Environmental Certificate shall have the meaning set forth in Section 12.2.1.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Municipal Obligation means municipal securities as described in the prospectus or other offering document for a Series.

  • Natural environment means the air, land and water, or any combination or part thereof, of the Province of Ontario; (“environnement naturel”)

  • Environmental Clean-up Site means any location which is listed or proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System, or on any similar state list of sites relating to investigation or cleanup, or which is the subject of any pending or threatened action, suit, proceeding, or investigation related to or arising from any location at which there has been a Release or threatened or suspected Release of a Hazardous Material.

  • best practicable environmental option means the option that provides the most benefit or causes the least damage to the environment as a whole, at a cost acceptable to society, in the long term as well as in the short term;