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 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 and all Claims, Losses, and Liabilities (including any civil fines and penalties, personal injury, illness or death of any natural person, any damage to, or destruction or loss or diminution in value of any property, and any costs and expenses for the modification, repair, or replacement of any facilities on the Leased Lands), arising out of or relating to the Acquired Assets, the condition, ownership, maintenance, or use of the Acquired Assets, or Operations on or with respect to the Acquired Assets, by any Person, whether before, on, or after the Effective Time, in any way: (i) arising under any past, present, or future Environmental Law or any Permit issued under any past, present, or future Environmental Law, including any violation, breach, or noncompliance with any such Environmental Law or any such Permit and contribution obligations under CERCLA; (ii) arising out of or relating to the assessment, clean-up, removal, or other Remediation of any Hazardous Material or other waste or materials of any kind, including but not limited to NORM; or (iii) arising out of or relating to any Release or other contamination or pollution of the Environment.
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.
Notwithstanding anything to the contrary in this Agreement, this Article 6 and the indemnifications provided for under Section 16.2(a)(v) constitute the entire and exclusive remedies of Purchaser with respect to any conditions, events, circumstances, acts, or omissions of, or relating to, the Environment, any Hazardous Materials, any Releases, or any Assumed Environmental Liabilities (collectively, “Environmental Matters”).
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 specified in Section 7.4.
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.
Assumed Environmental Liabilities means any of the following:
Assumed Environmental Liabilities means liabilities for cleanup, removal, remedial or response actions or costs, or administrative, civil or criminal penalties resulting from a violation of Environmental Law or the Release of Hazardous Substances at, in, by, from, or related to, the Leased Property, the facilities or operations of the Business or any Person (other than Seller Parties) occupying or using any of the Leased Property or such facilities to the extent that Seller proves: (i) the Release or violation commenced or occurred after the Closing Date and (ii) the liability is not a Pre-Closing Environmental Liability.
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, except for Buyer’s rights to indemnification in Section 14.3(b) and except as excluded as a Retained Liability, all Losses (including Remediation Costs, and any damage to natural resources (including soil, air, surface water, or groundwater) and expenses for the modification, repair, replacement, or removal of facilities on the Lands) brought or assessed by any and all Persons relating to (a) environmental conditions in, on, or under the Assets, (b) the presence, disposal, or Release of any Hazardous Substances of any kind in, on, or under the Assets, and (c) any matters described in Section 5.4 or on Schedule 6.12, which, with respect to clauses (a), (b), or (c), is created or attributable to any period of time, whether arising before, on, or after the Closing Date.