CK Witco Sample Clauses
CK Witco. Colors and Holdings will defend, indemnify and hold harmless Yorkshire, the Yorkshire Entities, the Acquired Entities and Europe for any Environmental Loss (or, where appropriate and in accordance with terms and conditions to be reasonably agreed by CK Witco and Yorkshire, undertake Remedial Work with respect thereto) suffered or incurred by Yorkshire, the Yorkshire Entities, the Acquired Entities or Europe after the Effective Date and Time provided the Environmental Damage existed as of the Effective Date and Time and is resulting from: (a) The items numbered 1 and 8 in Exhibit LL, save that no claim may be made with respect to these items unless written notice thereof will have been given by or on behalf of Yorkshire to CK Witco within seven years after the Effective Date.
CK Witco. Colors and Holdings will jointly and severally indemnify Yorkshire, each Yorkshire Entity, Yorkshire's Affiliates, each Acquired Entity and Europe in respect of all costs, claims, liabilities and expenses incurred by them in relation to Paragraphs 1.8(a) and (b) above which arise in relation to periods prior to the Effective Date and Time, including for these purposes the effect of any such ratchet or other adjustment mechanism as is referred to in Paragraph 1.8(b).
CK Witco. Colors and Holdings will defend, indemnify and hold harmless Yorkshire, the Yorkshire Entities, the Acquired Entities and Europe for any Environmental Loss suffered or incurred by Yorkshire, the Yorkshire Entities, Affiliates of Yorkshire, the Acquired Entities or Europe after the Effective Date and Time provided the Environmental Damage existed as of the Effective Date and Time and is resulting from: (a) operations or acts or omissions carried out at the Covered Properties by any person, whether or not controlled by CK Witco, prior to the Effective Date and Time; (b) any pollution, contamination on, under or at other properties or migration of Hazardous Substances onto other properties which is caused, or alleged by a third party or Environmental Regulator to be caused, by operations or activities carried out by any person, whether or not controlled by CK Witco, at the Covered Properties prior to the Effective Date and Time; (c) the operation of the Acquired Businesses by CK Witco prior to the Effective Date and Time.
CK Witco. Colors and Holdings hereby jointly and severally indemnify and hold harmless the Yorkshire Entities, Yorkshire's Affiliates, Europe and the Acquired Entities against all and any losses, claims, expenses, damages, costs and all other liabilities (including, for the avoidance of doubt, the whole amount of any funding deficit relating to benefits accrued before Closing which is revealed by the first actuarial valuation carried out after Closing) relating to and arising from the Crompton & K▇▇▇▇▇▇ (UK) Limited Retirement Benefits Scheme (the "Scheme") (being the scheme mentioned in the 1997 report and accounts of Crompton & K▇▇▇▇▇▇ (UK) Limited). CK Witco will procure and Yorkshire will co-operate to ensure that Crompton & K▇▇▇▇▇▇ (UK) Limited will be replaced as the principal employer of the Scheme with effect from the Closing.