Excluded Environmental Liabilities definition

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.

Excluded Environmental Liabilities has the meaning set forth in Section 2.4(i).

Excluded Environmental Liabilities has the meaning set forth in Section 2.04(b)(iii)(D).

Examples of Excluded Environmental Liabilities in a sentence

• Further, Buyer shall have the right, without the obligation, to attend all meetings between Seller, its Representatives, and such Governmental Authorities with respect to matters that constitute Excluded Environmental Liabilities or are related to Environmental Permit renewals or modifications.

• On and after the Closing Date, with respect to Environmental Liabilities which constitute Excluded Environmental Liabilities, Buyer will use commercially reasonable efforts not to prejudice or impair Seller’s rights under the Environmental Laws or interfere with Seller’s ability to contest in appropriate administrative, judicial or other proceedings its Liability, if any, for Environmental Claims or Remediation.

• If any post-Closing Remedial Action will or is likely to be necessary, the Parties will discuss and use their commercially reasonably efforts to agree upon a mechanism to ensure to Purchaser’s reasonable satisfaction that the funds necessary to complete or pay for the Excluded Environmental Liabilities pursuant to Section 8.9 or Section 11.2 (the “Necessary Environmental Funds”) will be available from the Shareholders after Closing.

• Section 2.3 Assumption of Assumed Liabilities (a) All Environmental Liabilities, excluding the Excluded Environmental Liabilities, but only to the extent that such Excluded Environmental Liabilities are subject to indemnification by Seller pursuant to Section 7.5(f), after which they shall become...

• Notwithstanding anything to the contrary in this Agreement, Pfizer’s indemnification obligations under Section 8.1(a)(i) with respect to Excluded Environmental Liabilities are subject to the provisions of this Section 8.11.

More Definitions of Excluded Environmental Liabilities

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 the Fortive Retained Business.

Excluded Environmental Liabilities means:

Excluded Environmental Liabilities means any Environmental Liabilities arising from or in connection with (i) the Excluded Assets, (ii) any Real Property currently or formerly owned, operated or leased by the Seller Parties or their Affiliates, other than the Transferred Real Property, the Harrow Facility or the Real Property Leases, (iii) any personal injury caused by exposure to Hazardous Materials, or off-site waste disposal, in each case to the extent such exposure or disposal occurred prior to the Closing Date and arose from or was in connection with the current or past operations or properties of the Seller Parties and their Affiliates or was otherwise assumed by the Seller Parties and their Affiliates, or (iv) any action by the Seller Parties or their Affiliates at any Real Property listed on Schedule 5.25(g) from and after the Closing.

Excluded Environmental Liabilities has the meaning set forth in Section 1.5(b)(vi).

Excluded Environmental Liabilities means any Damages arising out of (i) the completion of the Phase II Environmental Plan, (ii) any Remedial Action arising out of the Phase II Environmental Plan, and/or (iii) any Damages arising from the presence in, on, under or migrating to or from any Real Property, Improvements or any other facility of Materials of Environmental Concern that require Remedial Action resulting from activities under the Phase II Environmental Plan.

Excluded Environmental Liabilities means (i) payment of that certain $1.25 million civil penalty required by Paragraph 161 of the Consent Decree; (ii) payment of any monetary fines to the extent solely attributable to a violation of Environmental Law prior to Closing by Seller or its Subsidiaries relating to the Business; (iii) any and all obligations or liabilities arising out of the Consent Decree other than the Consent Decree Obligations; and (iv) all liabilities and obligations (including the costs of any Remedial Action) to the extent they arise in connection with (A) any transportation by or on behalf of Seller or its Subsidiaries, prior to Closing, of Hazardous Materials from the Real Property to any other real property (other than the Real Property or those terminals used in connection with the Business located in Nebraska and Utah) for disposal or recycling; or (B) to the extent pending or, to Seller’s knowledge threatened, prior to Closing, any action, suit or proceeding by any third party to the extent alleging exposure at the Real Property, prior to Closing, of any individual to any Hazardous Materials at, on, in or under the Real Property that were spilled, released, emitted or discharged by or on behalf of Seller or its Subsidiaries.

Excluded Environmental Liabilities has the meaning set forth in Section 2.4(i). “Excluded Environmental Liability Termination Date” means, (i) with respect to those Excluded Environmental Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I), the seventh (7th) anniversary of the Closing Date, and (ii) with respect to those Excluded Environmental Liabilities described in Section 2.4(i)(B)(II), the seventh (7th) anniversary of the Schiller Boiler Removal Completion Date.