Definition of Buyers Assumed Environmental Liabilities


Buyers Assumed Environmental Liabilities means, with respect to the Fishers Facility, any Liability, obligation, judgment, penalty, fine, cost or expense, (including reasonable attorneys fees and environmental consultant costs) of any kind or nature for which the Seller would otherwise be responsible, or any existing duty of Seller to indemnify, defend or reimburse any Person with respect to: (i) the presence or release on or before the Closing Date of any Hazardous Material in the soil, groundwater, surface water, air or building materials of the Fishers Facility, or known by Buyer or Seller to be migrating to the Fishers Facility as of the Closing Date (Pre-Existing Contamination); (ii) the migration at any time prior to or after the Closing Date of Pre-Existing Contamination to any other real property, or the soil, groundwater, surface water, air or building materials thereof; (iii) the exposure of any Person to Pre-Existing Contamination or to Hazardous Materials in the course of or as a consequence of any activities at the Fishers Facility prior to the Closing, without regard to whether any health effect of the exposure has been manifested as of the Closing Date; (iv) the violation of any Environmental Laws in connection with the operation of the Fishers Facility prior to the Closing Date by Seller or its agents, employees, predecessors in interest, contractors, invitees or licensees; and (v) any actions or proceedings brought or threatened in writing by any third party with respect to any of the foregoing that existed as of the Closing Date.
Sample 1

Examples of Buyers Assumed Environmental Liabilities in a sentence

Except as set forth on Section 3.18(g) of the Seller Disclosure Letter, Seller does not have Knowledge of any matters that would reasonably be expected to subject Buyer to any material Liability under the Buyers Assumed Environmental Liabilities.