Assumed Environmental Liabilities has the meaning specified in Section 7.4.
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 means all Environmental Liabilities, except those that arise from Seller’s breach of the representations and warranties contained in Section 3.2(k) of this Agreement, arising from or relating to the Facility whether based on events or occurrences prior or subsequent to the Closing. For the avoidance of doubt, except those that arise from Seller’s breach of the representations and warranties contained in Section 3.2(k) of this Agreement, “Assumed Environmental Liabilities” include: (i) compliance with requirements related to or imposed under Environmental Law because of the presence of any remedial system(s), engineering controls or institutional controls pursuant to the BUSTR Covenant and Environmental Covenant recorded or filed against the Facility; (ii) the condition and proper maintenance, handling, repair, removal, abatement, demolition or disposal of any ACM, LBP or ILM at the Facility under Environmental Laws; and (iii) remedial obligations caused by Releases of Hazardous Substances by a third Person that migrate onto the Facility.
Examples of Assumed Environmental Liabilities in a sentence
If Buyer fails to timely deliver an Environmental Defect Notice with respect to an Asset, Buyer shall be deemed to (i) accept the environmental condition(s) in, on and under that Asset or the Assets, (ii) have waived its right to claim an Environmental Defect with respect to that particular condition in, on or under the Assets and (iii) include the particular environmental condition(s) as part of the Assumed Environmental Liabilities.
Pursuant to section 3.3(e) of the New Plan Sponsor PSA, and except as provided in section 3.4(f), (g), and(h) thereof, from and after the Closing, the Plan Sponsor shall assume, pay, perform, and discharge when due the Assumed Environmental Liabilities (as such term is defined in the New Plan Sponsor PSA).
On the Effective Date, Environmental Reinstated Claims shall be Reinstated and, from and after the Effective Date, Reorganized ASARCO shall assume, pay, perform and discharge when due all of its Assumed Environmental Liabilities.
Transferee agrees to indemnify, defend, reimburse and hold harmless Transferor and Parent, their respective Affiliates and their respective directors, officers, representatives, employees and agents, as the case may be, from and against any and all Assumed Environmental Liabilities.
For purposes of clarification, Chemours Assumed Environmental Liabilities do not include any Environmental Compliance Liabilities, relating to conduct that arose on or before the Effective Time, arising out of or in connection with the specific operations and activities of the DuPont Group that will continue at such properties after the Effective Time.
More Definitions of Assumed Environmental Liabilities
Assumed Environmental Liabilities has the meaning set forth in Section 2.3(c).
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 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 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 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.
Assumed Environmental Liabilities means all Liabilities (including Cleanup costs) of Seller or its Subsidiaries arising under the Environmental Laws, but only to the extent (i) both (A) relating to the Business and (B) relating to any conditions at or emanating from, or events occurring or having occurred at, the Transferred Real Property (which, for the avoidance of doubt, does not include any Former Facility) or (ii) otherwise to the extent relating to the Business (other than any such Liabilities arising out of or relating to the Berlin Facility), but, in the case of this clause (ii), only to the extent that Losses for such Liabilities do not exceed $25 million in the aggregate. For the avoidance of doubt, in no event shall “Assumed Environmental Liabilities” include any Retained Environmental Liabilities.