Seller’s Environmental Indemnity. For purposes of this Section 7.5, where Buyer is the indemnified party, the term “Buyer” shall include Buyer and its Affiliates and the directors, officers, employees, agents and representatives, and all successors and assigns of the foregoing. From and after the Closing Date, Seller shall indemnify, hold harmless and defend Buyer from and against any Damages and Proceedings asserted against or incurred by Buyer relating to or arising out of the Retained Environmental Liabilities; provided, however, that:
Seller’s Environmental Indemnity. Seller agrees to indemnify and hold Buyer, its agents, contractors, subcontractors, employees, or invitees harmless from and against any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses arising from or due to the presence of Hazardous Materials in or on the Landfill or which may flow, diffuse, migrate, or percolate into, onto, or under the Landfill from neighboring property, or from the Landfill to neighboring property or groundwater after this Agreement commences.
Seller’s Environmental Indemnity. For purposes of this Section 7.6, where Buyer is the indemnified party, the term "Buyer" shall include Buyer and its Affiliates and the directors, officers, employees, agents and representatives, and all successors and assigns of the foregoing. Seller shall indemnify, hold harmless and defend Buyer from and against any Damages and Proceedings asserted against or incurred by Buyer prior to the Sunset Date relating to or arising out of the Retained Environmental Liabilities; provided, however, that Seller's obligations under this Section 7.5 with respect to Environmental Liabilities in connection with Off-Site Disposal Activities performed prior to the Closing Date shall not be limited by and shall survive beyond the Sunset Date. Seller shall have no indemnification or defense obligation for any Damages and Proceedings asserted against or incurred by Buyer relating to or arising out of the Retained Environmental Liabilities for which Seller has not received Reasonable Written Notification from Buyer. Buyer shall make available all relevant existing information that, based on information and belief formed after reasonable inquiry, are known to Buyer to be in the possession or control of Buyer and provide timely, reasonable access to all personnel of Buyer with knowledge of relevant facts, and shall cooperate in all reasonable respects with Seller in connection with Seller's defense of any Third Party Environmental Claim or Governmental Environmental Enforcement Action under this Section 7.5. Seller shall have no indemnification or defense obligation for any Damages and Proceedings asserted against or incurred by Buyer relating to or arising out of such Third Party Environmental Claim or Governmental Environmental Enforcement Action if Buyer unreasonably denies Seller such access. Seller shall have no liability, indemnity or defense obligation for any Damages or Proceedings asserted against or incurred by Buyer subsequent to any change in all or any part of the Terminal to a residential use, or other change in use of all or any part of the Terminal that results in a materially adverse change in Seller's risk exposure hereunder.
Seller’s Environmental Indemnity. Without regard to whether Bradco -------------------------------- conducts an environmental audit hereunder, Seller shall indemnify, defend with counsel chosen by Seller and hold Bradco, its officers, directors, employees, contractors, attorneys and agents, harmless from and against any and all claims, judicial, administrative and private-party actions and proceedings, costs, penalties, expenses (including, but not limited to, attorneys' fees, consultants' fees, laboratory fees and natural resource damages), judicial or administrative orders and any and all liability caused by, arising out of, or resulting or occurring from the presence on the Subject Property, or the release from the Subject Property (including, but not limited to, any structure, equipment, tank, container, or other item or any kind on or that was present at the Subject Property) into the environment at any time of any Hazardous Material first arising at any time prior to the Closing Date.
Seller’s Environmental Indemnity. Subject to the limitations on liability and survival of indemnifications set forth in Section 16.1 hereof, (a) Seller agrees to indemnify, defend, and hold harmless Buyer and its respective grantees from and against any and all reasonable and actual out-of-pocket damages, liabilities, losses, costs, and expenses, exclusive of any consequential damages, but including reasonable attorneys’ fees, (collectively, “Damages”) suffered or incurred by Buyer from and after the Closing Date as a result of the presence, use, generation, manufacture, production, storage, release, discharge, disposal, or transportation of any Hazardous Substances (as defined below) on, onto, in, under, over, or from the Property or the violation of any environmental laws which existed or arose prior to the Closing Date other than any matter which Buyer knew about or reasonably should have known about prior to the Closing Date as a result of Buyer’s investigation of the Property, whether or not Seller has knowledge of same as of the Closing Date. “Hazardous Material” means any hazardous, toxic, or dangerous waste, substance, or material, as currently defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other federal, state, or local law, ordinance, rule, or regulation, applicable to the Property, and establishing liability standards or required action as to reporting, discharge, spillage, storage, uncontrolled loss, seepage, filtration, disposal, removal, use, or existence of a hazardous, toxic, or dangerous waste, substance, or material.
Seller’s Environmental Indemnity. Notwithstanding any other provision of this Agreement (other than Section 8.2(c)), including the general indemnity provisions and limitations set forth elsewhere in this Article VIII, Sellers jointly and severally shall indemnify Purchaser and its officers, directors, employees, agents and Affiliates in respect of, and hold each of them harmless from and against, any Loss suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any Environmental Claim resulting from, arising out of or relating to:
Seller’s Environmental Indemnity. Seller shall, subject to the limitations set forth below, release Buyer from and shall fully protect, indemnify and defend Buyer Indemnified Parties and hold them harmless from and against any and all Losses suffered or incurred by the Buyer Indemnified Parties that arise out of, result from, or are payable as a result of Environmental Claims relating to the Properties prior to the Closing Date and which are attributable to periods during Seller’s ownership thereof. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation under this Agreement or otherwise to protect, indemnify, defend and hold harmless Buyer Indemnified Parties from and against Environmental Claims for which Buyer has not provided Seller with written notice within six (6) months after the Closing Date. The indemnity obligation and release provided herein shall apply regardless of cause or of any negligent acts or omissions of Buyer Indemnified Parties except acts of gross negligence, bad faith or intentional misconduct.
Seller’s Environmental Indemnity. Notwithstanding any other -------------------------------- provision of this Agreement, including the general indemnity provisions and limitations set forth elsewhere in this Article X, the Seller agrees to --------- indemnify, defend and hold harmless each Buyer Group Member against any and all Losses and Expenses in connection with or arising from:
Seller’s Environmental Indemnity. Notwithstanding any other provision of this Agreement, including the general indemnity provisions and limitations set forth elsewhere in this Article VII (but subject to the limitations applicable to the indemnification obligations of PCC Investments, L.P. set forth in Section 7.2), Sellers jointly and severally shall indemnify Purchaser and its officers, directors, employees, agents and Affiliates in respect of, and hold each of them harmless from and against, any Loss suffered, incurred or sustained by any of them or to which any of them become subject, resulting from, arising out of or relating to any Environmental Claim resulting from, arising out of or relating to:
