Definition of Buyer Environmental Liabilities


Buyer Environmental Liabilities shall mean (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.
Sample 1

Examples of Buyer Environmental Liabilities in a sentence

Buyer shall be responsible for all Environmental Liabilities that are not Seller Environmental Liabilities (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.