Third Party Environmental Claims. Subject to the exclusion set forth at 2.4.4.6, Liabilities resulting or arising from, connected with or attributable to, any claim by a Third Party for bodily injury, death, economic loss, damages and/or property damage to the extent resulting or arising from, connected with, attributable to, exposure to or contamination by Hazardous Substances arising from the ownership, operation or use of the Assets prior to the Closing Date and the Continuing Conditions, but excluding any Environmental Liabilities resulting or arising from, or attributable to, any claim by a Third Party for bodily injury, death, economic loss, damages or property damage to the extent resulting or arising from, or attributable to, but only to the extent of (i) the Buyer’s grossly negligent failure to conduct any active remediation required by a Governmental Authority of any Off-Site Contamination, where such failure is shown in a final unappealable order of a Governmental Authority; or (ii) the Buyer’s grossly negligent conduct of any active remediation required by a Governmental Authority of any Off-Site Contamination (“Third Party Environmental Claims”*).
Third Party Environmental Claims. Effective as of the Closing and to the extent assignable, Sellers shall assign all claims they have against Third Parties for any Environmental Matter related to the Assets to the applicable Purchaser Entity, including, in particular, such claims against previous owners of the Assets. Such Purchaser Entity agrees to accept such assignment. Sellers make no representation or warranty in respect of such claims being capable of being assigned to such Purchaser Entity, or the existence or the enforceability of such claims. The Purchaser Entities shall have no claim against Sellers under any legal principle, to the extent that such claims are not capable of being assigned to the applicable Purchaser Entity, do not exist, or are not capable of being enforced by the Purchaser Entities; provided, that Sellers shall reasonably cooperate with the Purchaser Entities in connection with the Purchaser Entities’ efforts to enforce such claims.
Third Party Environmental Claims. To the knowledge of Cappex, there are no claims with respect to any alleged violation of any Environmental Law against any third party for activities conducted on the Alta Victoria Project or any property now or previously owned, operated, leased or under contract by Cappex or its Subsidiary.
Third Party Environmental Claims. To the knowledge of Lido, there are no claims with respect to any alleged violation of any Environmental Law against any third party for activities conducted on any property now or previously owned, operated, leased or under contract by Lido or its Subsidiaries.
Third Party Environmental Claims. If the Environmental Claim is brought or threatened against an Environmental Indemnitee by another person (a "Third Party Claim"), then, within seven (7) days following delivery of the Environmental Indemnitee's written demand for defense, the Company Shareholders shall notify the Environmental Indemnitee that it accepts the tender of the defense to the Third Party Claim. Upon assumption of the defense of a Third Party Claim, the Company Shareholders shall promptly and diligently take all steps necessary in the defense, prosecution or settlement of such Third Party Claim at their sole expense and with counsel reasonably acceptable to the Environmental Indemnitee (including, without limitation, the interposition of mandatory counterclaims), and shall indemnify, protect, and hold harmless the Environmental Indemnitee from and against any settlement reached, or judgment entered, on such claim. However, except with the written consent of the Environmental Indemnitee, the Company Shareholders may not consent to entry of any judgment or enter into any settlement (i) which does not include, as an unconditional term thereof, a full and final release of the Environmental Indemnitee from all liability with respect to all Environmental Claims that were or should have been raised in the action or proceeding in question, (ii) which includes as a term thereof any -43- 51 limitation, restriction or other promise that may affect the Environmental Indemnitee's conduct of its Environmental Activities or other business (then or in the future), or the Environmental Indemnitee's facilities or other assets, or (iii) which includes any requirement for any payment by any Environmental Indemnitee subject to the Third Party Claim.
Third Party Environmental Claims. Effective as of Closing, Sellers shall use their commercially reasonable efforts to assign all claims it has against Third Parties for any Environmental Matter related to the Assets to Purchaser including, in particular, claims against previous owners of the Assets. Purchaser agrees to accept such assignment. Sellers make no representation or warranty in respect of such claims being capable of being assigned to Purchaser, the existence or the enforceability of the assigned claims. Purchaser shall have no claim against Sellers under any legal principle in the event that such claims are not capable of being assigned to Purchaser, do not exist, or are not capable of being enforced by Purchaser.
