Common use of Environmental Limitations Clause in Contracts

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 4.10 (Environmental Matters) or, in respect of Environmental Permits, contained in Section 4.16 (Permits): (a) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited by the Governmental Entity overseeing such remedial action and (b) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (ii) to the extent Purchaser Indemnitees exacerbate any such Losses after the Closing Date (excluding exacerbation arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result of which any representation or warranty in Section 4.10 or, with respect to Environmental Permits, Section 4.16, was inaccurate, until such time as Purchaser Indemnitees know such activities caused such representation or warranty to be inaccurate); (iii) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date; (iv) other than with respect to the Pine Hill Action, that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (v) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (vi) relating to the Springfield PCP Remedial Action.

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 4.10 4.11 (Environmental Matters) or, in respect of Environmental Permits, contained in Section 4.16 (Permits): (a) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited by the Governmental Entity overseeing such remedial action and (b) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (ii) to the extent Purchaser Indemnitees exacerbate any such Losses after the Closing Date (excluding exacerbation arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result of which any representation or warranty in Section 4.10 or, with respect to Environmental Permits, Section 4.16, 4.11 was inaccurate, until such time as Purchaser Indemnitees know such activities caused such representation or warranty to be inaccurate); (iii) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date; (iv) other than with respect to the Pine Hill Action, that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (viv) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (viv) relating to the Springfield PCP Remedial Actionextent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date.

Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Pre-Closing Environmental Liabilities Liabilities, or with respect to any remedial action required under Section 1.04(c)(x), or with respect to breaches of the representations and warranties contained in Section 4.10 4.11 (Environmental Matters) or, in respect of Environmental Permits, contained in Section 4.16 4.17 (Permits): (ai) Seller shall have satisfied its obligations with respect to any remedial action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited approved by or acceptable to the Governmental Entity overseeing such remedial action and the selected remedy or remedies are consistent with Purchaser’s use of the Business Real Property without unreasonable interference; (bii) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (iiiii) Seller shall not be required to the extent indemnify any Purchaser Indemnitees exacerbate for any portion of such Losses actually caused by Purchaser Indemnitees’ exacerbation of the conditions causing or resulting in any such Losses after the Closing Date (excluding Date; provided, that, such exacerbation shall not include any Losses arising from post-Closing activities by Purchaser Indemnitees that conform to pre-Closing activities by Seller in connection with the Business as a result unless one of which any representation or warranty in Section 4.10 or, with respect to Environmental Permits, Section 4.16, was inaccurate, until such time as the Purchaser Indemnitees know has knowledge or should have had knowledge that such activities caused such a pre-Closing representation or warranty to be inaccurate); and (iiiiv) Seller shall not be required to indemnify any Purchaser Indemnitees for any such Losses (A) to the extent such Losses arise or result from any exposure or alleged exposure to, or any maintenance, repair, removal or disposal of, asbestos or asbestos-containing materials, other than any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date; Date and (iv) other than with respect to the Pine Hill Action, that result or arise from any exposure or alleged exposure to any Hazardous Materials emitted or discharged in connection with the operations of the Business or the Transferred Real Property prior to the Closing Date in compliance with Environmental Laws or applicable Environmental Permits; (vB) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure require notification and remedial action pursuant to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date; and (vi) relating to the Springfield PCP Remedial Action.