Retained Environmental Liabilities. Upon Closing, if and to the extent the aggregate of all Environmental Defects exceeds the Environmental Defect Deductible, and subject to subsection 5.3 C below, Seller shall retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer from all Losses attributable to and relating to Environmental Defects for which Seller receives a timely Environmental Defect Notice (the "Retained Environmental Liabilities"). Timely receipt of an Environmental Defect Notice, verification of the cost to remediate by the Environmental Consultant, and the aggregate of all Environmental Defects exceeding the Environmental Defect Deductible, are conditions precedent to Seller's obligation to retain liability for Retained Environmental Liabilities.
Retained Environmental Liabilities. Upon Closing, if and to the extent the sum of (i) the aggregate value of all Environmental Defects and (ii) the aggregate value of all Title Defects exceeds the Defect Deductible, and subject to subsection 5.3 C. below, Seller shall retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer from all Losses attributable to and relating to Environmental Defects for which Seller receives a timely Environmental Defect Notice (the “Retained Environmental Liabilities”). The following are conditions precedent to Seller’s obligation to retain liability for Retained Environmental Liabilities: (i) timely receipt of an Environmental Defect Notice, (ii) verification of the cost to remediate by the Environmental Consultant and (iii) the aggregate value of all Environmental Defects plus the aggregate value of all Title Defects must exceed the Defect Deductible.
Retained Environmental Liabilities. The Retained Environmental Liabilities.
Retained Environmental Liabilities. (a) Seller and JCI, jointly and severally, agree to achieve Norway Contamination Closure and Green Bay Contamination Closure in a manner which is cost effective and expeditious and agree to cooperate with Buyer to undertake all such activities without causing unreasonable interference or disruption to Buyer’s ownership and operation of the Business, the Owned Real Property, and use and occupancy of the Leased Property. Notwithstanding any provision in the Lease for the Green Bay Real Estate between Seller, JCI, and Buyer, Seller’s and JCI’s access to the Green Bay Real Estate to address the Green Bay Contamination shall be governed by the Environmental Access Agreement set forth in Exhibit M.
Retained Environmental Liabilities. Any obligation or liability of Seller or JCI for the Retained Environmental Liabilities.
Retained Environmental Liabilities. Seller hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the contractual relationships and indemnification arrangements between Buyer and Seller).
Retained Environmental Liabilities. If American receives a valid Environmental Defect Notice for a particular Environmental Defect and such Environmental Defect Notice is not contested under the provisions of Section 4.5, then, subject to the provisions of Section 4.4 and Article XIII, American agrees to retain all claims, cost, expenses, liabilities and obligations accruing or relating to the Environmental Defect that was the subject of the valid and complete Environmental Defect Notice (“Retained Environmental Liabilities”). Timely receipt of a valid and complete Environmental Defect Notice is a condition precedent to American’s obligations under this Section.
Retained Environmental Liabilities. For the avoidance of doubt, the matters referenced on Schedule 2.11 are included within the definition of Retained Environmental Liabilities.
Retained Environmental Liabilities. Upon Closing, Seller agrees to retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer (but no other third parties) from all Losses (as defined below) (including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation of pollution or contamination, and expenses for the modification, repair or replacement of facilities on the Lands) brought or assessed by any and all persons and any agency or other body of federal, state or local government, on account of any personal injury, illness or death, any damage to, destruction or loss of property, and any contamination or pollution of natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing directly or indirectly is caused by or otherwise involves any environmental condition of the Assets or Lands, created or attributable to periods of time prior to the Closing Date, including, but not limited to, the presence, disposal or release of any material (whether hazardous, extremely hazardous, toxic or otherwise) of any kind in, on or under the Assets or the Lands (collectively, “Retained Environmental Liabilities”).
Retained Environmental Liabilities. Commencing at Closing, Seller agrees to retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer (but no other third parties) from all Losses attributable to and relating to Environmental Defects for which Seller receives (1) a timely Environmental Defect Notice or (2) a notice from Buyer (containing requirements (i) through (iv) of an Environmental Defect Notice) at any time within 18 months after the Closing Date, if such notice satisfies the following conditions precedent (i) the defect affects proved developed producing Assets (as set forth in the Reserve Report), (ii) the defect is evidenced by a third party claim (i.e. a claim made by a party unaffiliated with Buyer), and (iii) the defect is the result of Seller's ownership or operation of the Assets prior to Closing (with the matters referred to in (1) and (2) being collectively, "Retained Environmental Liabilities"). The Environmental Threshold shall apply separately to Environmental Defects asserted before Closing (set forth in the previous sentence as item (1)), and Environmental Defects asserted after Closing (set forth in the previous sentence as item (2)).
