Buyer Environmental Liabilities definition

Buyer Environmental Liabilities means any liabilities and obligations:
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Buyer Environmental Liabilities means all Environmental Liabilities (a) to the extent (but only to the extent) relating to or arising out of facts or circumstances, caused or occurring from and after the Closing at the Owned Real Property, the JV Leased Real Property and any Leased Real Property leased pursuant to any Leases that are Assumed Contracts (including the Henderson Lease but excluding any Excluded Assets) or (b) to the extent (but only to the extent) relating to or arising out of the conduct of the Acquired Business from and after Closing or the acts or omissions of Buyers or their respective Representatives from and after the Closing.
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Buyer Environmental Liabilities shall have the meaning set forth in Section 8.5(d).
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Examples of Buyer Environmental Liabilities in a sentence

  • To the extent permitted by applicable law, Buyer, on behalf of itself and its Successors, after consultation with counsel, hereby waives any and all rights to join Seller and their Successors in any litigation or proceeding to the extent, but only to the extent, arising out of or in connection with any Buyer Environmental Liabilities; and any and all Losses which any of them may have with respect to any Buyer Environmental Liability to which Seller did not exacerbate or contribute.

  • These fluorescence positive regions were pathologically proven to be viable hepatoblastoma tissue.Conclusions Intraoperative ICG fluorescence imaging for patients with hepatoblastoma was feasible and useful for identifying small viable lesions and confirming that no remnant tumor remained after resection.

  • Notwithstanding subparagraph (f), Lessee shall have not liability to Lessor with respect to any Environmental Liabilities (as defined in the Asset Purchase Agreement of even date herewith among Lessor, Automatic Transmission Shops, Inc., Lessee and Aftermarket Technology Corp.) unless and to the extent that Environmental Liabilities constitute Buyer Environmental Liabilities (as defined in such Asset Purchase Agreement).

  • As soon as reasonably practicable after a Party becomes aware of any Buyer Environmental Liabilities or Seller Environmental Liabilities (whether or not the Party is of the opinion that it has a valid claim against the other Party under Article 17), said Party shall give written notice thereof to the other Party including all material details of any Buyer Environmental Liabilities or Seller Environmental Liabilities.

  • For purposes of this Agreement, Environmental Liabilities which arise directly from communications between Buyer or its agents and a governmental authority or other third party in response to an inquiry, request for information or similar demand initiated by a governmental authority or third party, but only where such response is legally mandated and in writing, shall not constitute Buyer Environmental Liabilities.

  • Buyer and its successors and assigns shall, to the fullest extent permitted by law, indemnify, defend, hold harmless, discharge and release Seller and its Affiliates, successors and assigns, stockholders, directors, officers, employees, agents and representatives from and against any and all Buyer Environmental Liabilities.


More Definitions of Buyer Environmental Liabilities

Buyer Environmental Liabilities means any and all Liabilities asserted against or reasonably incurred by the Seller or the Owners or their Affiliates to the extent arising out of or related to: (i) environmental conditions constituting the Release, threat of Release or exposure to Hazardous Materials (A) first occurring after the Closing Date caused by the Buyer or in connection with the operation of the Acquired Assets or caused by any Person at, on, in, from, about, under or migrating to any property now or subsequently owned, operated or leased by a Buyer Person with respect to the Acquired Assets, or (B) arising out of or related to the Exacerbation by the Buyer of a Release, threat of Release or exposure to Hazardous Materials first occurring prior to Closing but only to the extent of the Liabilities arising out of or related to the Exacerbation, in either case at, on, in, from, about or under any Real Property or any property now or subsequently owned, operated or leased by a Buyer Person in connection with the operation of the Acquired Assets, whether into the air, soil, ground or surface waters on-site or off-site; or (ii) the off-site storage, treatment, recycling, disposal or arrangement for disposal after the Closing Date of Hazardous Materials Managed or Released with respect to the Acquired Assets (other than by or on behalf of the Seller or the Owners or their Affiliates after the Closing); or (iii) any violation of any Environmental Laws in connection with the operation of the Acquired Assets (including costs and expenses for pollution control or monitoring equipment and operating and maintenance required to bring the Acquired Assets into compliance with Environmental Laws and fines, penalties and defense costs) first occurring or to the extent, but only to the extent, Exacerbated by the Buyer after the Closing Date; in each case except to the extent that any such Liability is attributable to actions taken by any Seller Person, is otherwise a Retained Environmental Liability or constitutes a Loss for which Owners are required to indemnify the Buyer under Article IX hereof. The provision of services and standard of liability for such services performed pursuant to the Transition Services Agreement shall be as set forth in the Transition Services Agreement.
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Buyer Environmental Liabilities means any loss, liability, claim, obligation, damage or deficiency arising out of, resulting from or pertaining to environmental conditions or violations (including violations of Environmental Laws) first occurring, existing, or arising after the Closing, including, without limitation, (i) the presence, release, or threat of release of Hazardous Materials at, on, about, under or from the Real Estate included in the Purchased Assets or any other property currently or hereafter owned, operated or leased by the Buyer, any Buyer Subsidiary, any of their respective Affiliates or any successors thereof (on- or off-site); (ii) arising from the off-site management, recycling, transportation, release or threat of release of Hazardous Materials generated by or on behalf of the Buyer, any Buyer Subsidiary, any of their respective Affiliates or any successors thereof; or (iii) the violation by Buyer, any Buyer Subsidiary, any of their Affiliates or any successors thereto of any Environmental Law any common law liability with respect to the foregoing.
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Buyer Environmental Liabilities means (i) the Known Environmental Liabilities; (ii) any Environmental Liabilities where the facts, events or circumstances underlying such liabilities first existed or first occurred as a result of the operation of the Leased Real Property, the Assets, or the Business, or the assets of Suplementos Solgar by Buyer or its Affiliates, or any Person acting on its or their behalf, at any time after the Closing; and (iii) any aggravation or exacerbation of Environmental Liabilities known to Buyer arising from soil, groundwater, air or other contamination known to Buyer at any of the Leased Real Properties to the extent that such aggravation or exacerbation results from the actions taken by, or the inactions of, Buyer or its Affiliates or any other Person acting on its or their behalf after the Closing Date, which actions or inactions, in each case, are willful and negligent, it being understood that failure to warn non-Governmental Authority third parties shall not be deemed by itself to be negligent. For purposes of clause (iii) in the preceding sentence, “known to Buyer” means actual knowledge, without any requirement of investigation, of any employee of Buyer responsible for environmental matters. The fact that an Environmental Liability is in part a Buyer Environmental Liability under clause (iii) of this Section 1.17 shall not release Seller from any obligation hereunder with respect to the portion of such Environmental Liability that is not a Buyer Environmental Liability and for which Seller is obligated to provide indemnification or share costs hereunder.
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Buyer Environmental Liabilities has the meaning ascribed to such term in Section 17.02 of this Agreement.
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Buyer Environmental Liabilities means Environmental Liabilities arising out of the actions or inactions of Buyer after the Closing Date.
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Buyer Environmental Liabilities has the meaning set forth in the Environmental Liabilities definition below.
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Related to Buyer Environmental Liabilities

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Lender’s Environmental Liability means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any Lender or any Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

  • Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Covered Environmental Losses means all environmental losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, costs and expenses of any Environmental Activity, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character, by reason of or arising out of:

  • Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.

  • Environmental Clean-up Site means any location which is listed or proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System, or on any similar state list of sites relating to investigation or cleanup, or which is the subject of any pending or threatened action, suit, proceeding, or investigation related to or arising from any location at which there has been a Release or threatened or suspected Release of a Hazardous Material.

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Environmental Loss means any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment arising out of or related to any Adverse Environmental Condition.

  • Environmental Action means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

  • Material of Environmental Concern means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

  • Environmental Requirement means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to any Hazardous Material or the environment including ground or air or water or noise pollution or contamination, and underground or aboveground tanks.

  • Environmental Contamination means each of the following and their consequences:

  • Environmental Requirements means any legal requirement relating to health, safety or the environment and applicable to the Borrower, any Subsidiary or the Properties, including but not limited to any such requirement under CERCLA or similar state legislation and all federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • Applicable Environmental Law means any Law, statute, ordinance, rule, regulation, order or determination of any Governmental Authority or any board of fire underwriters (or other body exercising similar functions), affecting any real or personal property owned, operated or leased by any Credit Party or any other operation of any Credit Party in any way pertaining to health, safety or the environment, including all applicable zoning ordinances and building codes, flood disaster Laws and health, safety and environmental Laws and regulations, and further including (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as “CERCLA”), (b) the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Recovery Act of 1976, as amended by the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended from time to time, herein referred to as “RCRA”), (c) the Safe Drinking Water Act, as amended, (d) the Toxic Substances Control Act, as amended, (e) the Clean Air Act, as amended, (f) the Occupational Safety and Health Act of 1970, as amended, (g) the Laws, rules and regulations of any state having jurisdiction over any real or personal property owned, operated or leased by any credit Party or any other operation of any Credit Party which relates to health, safety or the environment, as each may be amended from time to time, and (h) any federal, state or municipal Laws, ordinances or regulations which may now or hereafter require removal of asbestos or other hazardous wastes or impose any liability related to asbestos or other hazardous wastes. The terms “hazardous substance”, “petroleum”, “release” and “threatened release” have the meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA; provided that, in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment with respect to all provisions of this Agreement; provided further that, to the extent the Laws of the state in which any real or personal property owned, operated or leased by any Credit Party is located establish a meaning for “hazardous substance”, “petroleum”, “release”, “solid waste” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply in so far as such broader meaning is applicable to the real or personal property owned, operated or leased by any such Credit Party and located in such state.

  • Environmental Claims means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law.

  • Environmental Claim means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

  • Environmental Lien means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Environmental Permit means any permit, approval, identification number, license or other authorization required under any Environmental Law.