Assumed Environmental Liabilities definition

Assumed Environmental Liabilities has the meaning specified in Section 7.4.

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Assumed Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates relating primarily to the Business or relating to the Assets, whether arising or relating to the period before, on or after the Closing, other than the Retained Environmental Liabilities. For the avoidance of doubt, Assumed Environmental Liabilities include, without limitation, the business relating to the formerly owned manufactured gas plant properties with respect to the Business.

Assumed Environmental Liabilities has the meaning set forth in Section 2.3(c).

Examples of Assumed Environmental Liabilities in a sentence

The Parties acknowledge that the Purchase Price has taken into account all of the Assumed Environmental Liabilities and, accordingly, this assumption of liability and indemnity shall apply in respect of all of the Assumed Environmental Liabilities.
Such inextricable link of Assumed Environmental Liabilities embedded within the Assets has been taken into account in establishing the value of the Assets and the Purchase Price set out herein, and the Parties have not attributed a specific or agreed-to value to any embedded liabilities.
Without limiting the generality of the foregoing, Vendor and Purchaser each agree that the amount and the scope of any Assumed Environmental Liabilities are not capable of being quantified at the Effective Time and depend upon numerous unknowable factors that are not within the control of the Parties, and are inextricably linked to, and embedded in, the Assets so that Purchaser will be liable for any Assumed Environmental Liabilities in the absence of the specific assumption of such liabilities by Vendor.
Purchaser hereby waives, and acknowledges and agrees that it shall not exercise, any right or remedy against Vendor or any of Vendor’s Related Persons in respect to any such Assumed Environmental Liabilities that Purchaser may otherwise have under Applicable Law, including any right to name Vendor or any of Vendor’s Related Persons as a party to any Claim commenced by Purchaser or by any Third Party in which Purchaser is a party.

More Definitions of Assumed Environmental Liabilities

Assumed Environmental Liabilities means any of the following:

Assumed Environmental Liabilities means Environmental Claims and Liabilities under Environmental Laws that, in each case, are directly related to the Purchased Assets (including violations of Environmental Laws and the presence or Release of Hazardous Materials at, in, on, or under, or migrating from or to, the Purchased Assets).

Assumed Environmental Liabilities means any Environmental Liabilities arising out of or relating to: (i) the Business Real Property and the Business Leased Real Property and the operations conducted thereat; (ii) any Releases of Hazardous Substances to or from the Business Real Property and the Business Leased Real Property or exposure to Hazardous Substances present at or Released from such properties; (iii) the off-site transportation, treatment, storage, handling or disposal of any Hazardous Substances generated by, at or from the Business Real Property or the Business Leased Real Property; (iv) matters disclosed on Schedule 2.1(a) hereto; and (v) compliance with the Connecticut Transfer Act as set forth in Section 10.2.13(a).

Assumed Environmental Liabilities means any and all Liabilities, whether arising before, on or after the Closing Date, of Seller, its Affiliates or any other Person for whose conduct Seller is or may be held responsible, to the extent relating to or resulting from or arising out of the present or past operation, conduct or actions of the Business or the present or past use of the Purchased Assets or the Leased Real Property relating to Environmental Law, Adverse Environmental Conditions or the Release or threatened Release of Hazardous Materials, including, without limitation, the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (iii) the presence of Hazardous Materials or introduction of Hazardous Materials to the Environment at, in, on, under or migrating from any of the Purchased Assets or the Leased Real Property or any property or assets in the State of Florida that were formerly owned, leased or operated in connection with the Business, including liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Materials; (iv) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Materials (including asbestos-containing materials), at, in, on, under or migrating to or from any of the Purchased Assets or the Leased Real Property or any property or assets in the State of Florida that were formerly owned, leased or operated in connection with the Business; (v) the Consent Decree; (vi) the closure of the phosphogypsum stack system and water storage and circulation systems at the Plant City Facility and at the Bartow Facility and post-closure care, operation and maintenance and long-term water management activities associated with said systems; (vii) reclamation of Purchased Assets impacted by mining operations as required by applicable Law; (viii) the transport, disposal, recycling, reclamation, treatment or storage of Hazardous Materials generated by the Business in the State of Florida, or the arrangement for same, by the Business, at or to any location; (ix) the Clean Air Act NOV; (x) the EPCRA NOV; (xi) the 1987 FDEP Consent Order; (xii) the 1991 FDEP Consent Order; and (xiii) any agreement or operation of Law pursuan...

Assumed Environmental Liabilities shall have the meaning assigned thereto in Section 5.8.

Assumed Environmental Liabilities means all Losses relating to Environmental Matters in, on, under or relating to the Purchased Assets attributable to the period of time before, on, and after the Effective Time other than Losses associated with Environmental Defects which Sellers’ are obligated to bear pursuant to Section 5.3.

Assumed Environmental Liabilities means all Liabilities (other than Retained Asbestos Liability and Retained Environmental Liabilities) to the extent arising out of the FH Business or the FH Assets and arising out of, based on, resulting from or relating to: (a) the presence, Release of, or exposure to any Hazardous Substances; (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; or (c) any other matters covered or regulated by, or for which Liability is imposed under, Environmental Law.