Excluded Environmental Liabilities definition

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.

Excluded Environmental Liabilities has the meaning set forth in Section 2.04(b)(iii)(D).

Excluded Environmental Liabilities has the meaning set forth in Section 2.4(i).

Examples of Excluded Environmental Liabilities in a sentence

• Further, Buyer shall have the right, without the obligation, to attend all meetings between Seller, its Representatives, and such Governmental Authorities with respect to matters that constitute Excluded Environmental Liabilities or are related to Environmental Permit renewals or modifications.

• On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation.

• If any post-Closing Remedial Action will or is likely to be necessary, the Parties will discuss and use their commercially reasonably efforts to agree upon a mechanism to ensure to Purchaser’s reasonable satisfaction that the funds necessary to complete or pay for the Excluded Environmental Liabilities pursuant to Section 8.9 or Section 11.2 (the “Necessary Environmental Funds”) will be available from the Shareholders after Closing.

• Historical data captured by the ATOP system was used to estimate these factors, and to adjust several model parameters that govern how often aircraft request altitude changes.

• Further, Buyer shall have the right, Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 60 of 159 000197 EXECUTION VERSION without the obligation, to attend all meetings between Seller, its Representatives, and such Governmental Authorities with respect to matters that constitute Excluded Environmental Liabilities or are related to Environmental Permit renewals or modifications.

More Definitions of Excluded Environmental Liabilities

Excluded Environmental Liabilities means:

Excluded Environmental Liabilities means any Environmental Liabilities arising from or in connection with (i) the Excluded Assets, (ii) any Real Property currently or formerly owned, operated or leased by the Seller Parties or their Affiliates, other than the Transferred Real Property, the Harrow Facility or the Real Property Leases, (iii) any personal injury caused by exposure to Hazardous Materials, or off-site waste disposal, in each case to the extent such exposure or disposal occurred prior to the Closing Date and arose from or was in connection with the current or past operations or properties of the Seller Parties and their Affiliates or was otherwise assumed by the Seller Parties and their Affiliates, or (iv) any action by the Seller Parties or their Affiliates at any Real Property listed on Schedule 5.25(g) from and after the Closing.

Excluded Environmental Liabilities means (a) all Environmental Liabilities of any member of the Pluto Group or the Spinco Group to the extent arising from (i) any real property, business operation or entity that, as of the Distribution Time, was formerly owned, operated or leased in connection with the Spinco Business or the Spinco Assets or (ii) the Pluto Business, the Pluto Real Properties or the Pluto Assets (other than, in the case of this clause (ii), any such Environmental Liabilities associated with conditions or occurrences at, in, on or under any Spinco Real Property) and (b) Pluto Co-Location Environmental Liabilities.

Excluded Environmental Liabilities means any Environmental Liabilities attributable or relating to, resulting from, or caused by (i) any real property or facility now or previously owned, leased or operated by the Purchased Subsidiaries or by Seller or any Affiliate of the Seller with respect to the Business (other than (A) the Real Property, (B) except as otherwise provided in clause (ii), the Kuala Lumpur, Malaysia facility currently shared by a Retained Business and the Business, but only to the extent arising out of the operation of the Business or (C) any other Purchased Asset, but only to the extent arising out of the operation of the Business); (ii) any Retained Business (including the Known Kuala Lumpur Contamination and any other Environmental Liabilities to the extent arising from the conduct of any Retained Business at any facility currently shared by such Retained Business and the Business); and (iii) the offsite treatment, storage, disposal or arrangement for disposal of hazardous substances, wastes or materials by Seller or any Affiliate of Seller with respect to the Business (including any such hazardous substances, wastes or materials generated in connection with operations upon the Real Property) or by any Purchased Subsidiary, in each case prior to the Closing.

Excluded Environmental Liabilities has the meaning set forth in Section 2.4(i). “Excluded Environmental Liability Termination Date” means, (i) with respect to those Excluded Environmental Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I), the seventh (7th) anniversary of the Closing Date, and (ii) with respect to those Excluded Environmental Liabilities described in Section 2.4(i)(B)(II), the seventh (7th) anniversary of the Schiller Boiler Removal Completion Date.

Excluded Environmental Liabilities has the meaning set forth in Section 1.5(b)(vi).

Excluded Environmental Liabilities means all Liabilities, costs (including costs for cleanup, investigation, monitoring, reporting, remediation, removal, treatment, encapsulation and other response actions), expenses, damages (including natural resource damages, property damage and diminution in property value), injuries (including injuries to Persons), fines, penalties, abatements, Liens, notices of violation, requests for information, claims or other order or direction by any Person, whether accrued, contingent, absolute, known or unknown arising out of or relating to (a) any actual or alleged violations of any Environmental Laws by any Seller or otherwise relating to the operation of the Business or the use of the Real Property to the extent occurring, arising or existing on or prior to the Closing Date; (b) the presence, Release or threat of Release of or exposure to any Hazardous Substances at, on, under or migrating to or from any real property owned, leased or operated by any Seller or used in connection with the Business occurring, arising or existing on or prior to the Closing Date; (c) the transportation, storage, treatment, disposal, generation, manufacturing, recycling, reclamation, use or other handling of any Hazardous Substances by or on behalf of any Seller or in connection with the operation of the Business occurring, arising or existing on or prior to the Closing Date; or (d) the presence or release of, or exposure of any Person to, asbestos or silica or asbestos-containing or silica-containing materials or products.