Legacy Environmental Liabilities definition
Legacy Environmental Liabilities means any Environmental Liabilities to the extent arising out of or relating to any Excluded Assets or any other businesses or properties that were divested by any of the Transferred Companies prior to the Closing Date, including any Environmental Liabilities to the extent arising out of or relating to a Divestiture Agreement.
Legacy Environmental Liabilities means any Liabilities of Seller associated with: (i) any predecessor entities of Seller or its Affiliates; (ii) any real property formerly owned by Seller or its Affiliates; (iii) any operations or lines of business formerly but no longer conducted by Seller its Affiliates; and (iv) the off-site disposal of waste (including any Hazardous Materials) on or prior to the Closing Date.
Legacy Environmental Liabilities means any Environmental Liabilities to the extent arising out of or relating to any Excluded Assets or any other businesses or properties that were divested by any of the Transferred Companies prior to the Closing Date, including any Environmental Liabilities to the extent arising out of or relating to a Divestiture Agreement. “Liability” shall mean all Indebtedness, obligations and other liabilities, whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due, including any fines, penalties, losses, costs, interest, charges, expenses, damages, assessments, deficiencies, judgments, awards or settlements. “Liens” shall mean all liens, pledges, charges, claims, security interests, mortgages or deeds of trust, any title defect, purchase agreements, options, restrictions on transfer or other encumbrances. “Losses” shall mean all losses, damages, penalties, Liabilities, fines, costs and expenses (including reasonable attorney’s and accountant’s fees), actually incurred or suffered by a Seller Indemnified Party or a Purchaser Indemnified Party, as applicable, in each case, subject to Section 10.9. “LTD Employee” shall mean an individual who is, immediately before the Closing, on a leave of absence from one of the Transferred Companies (or from any member of the Parent Group listed on Section 6.1(a) of the Seller Disclosure Schedule if such individual was primarily engaged in rendering services in respect of the Business immediately prior to such leave of absence) and receiving benefits under Parent’s long-term disability plan. “Middleby China Corporation” shall mean Middleby China Corporation, a company incorporated under the Laws of the People’s Republic of China. “Multiemployer Plan” shall mean a “multiemployer plan” within the meaning of Section 3(37) of ERISA. “Net Indebtedness” shall mean an amount, which may be positive or negative, equal to (a) Indebtedness as of the opening of business on the Closing Date minus (b) Cash of the Transferred Companies as of the opening of business on the Closing Date. “Off-Site Location” shall mean any property that is not within the boundary of the properties owned, leased or operated by the Business (i.e. not within the boundary of any Business Real Property). “Order” shall mean any outstanding order, judgment, writ, injunction, stipulation, award, decree, verdict or ruling. “Parent Group” shall mean Parent and Sellers and their resp...
Examples of Legacy Environmental Liabilities in a sentence
To the extent required under any Divestiture Agreements, the Sellers shall be deemed a contractor or representative of the applicable Transferred Company for the purposes of performing any Remedial Actions or other obligations with respect to Legacy Environmental Liabilities.
More Definitions of Legacy Environmental Liabilities
Legacy Environmental Liabilities means any (a) Environmental Liability of, or relating to or arising out of the ownership, operation or business of, ERH or Occidental Chemical Corporation (as Occidental Chemical Corporation existed prior to the Internal Reorganization) and any of its Subsidiaries that was a Subsidiary prior to the Internal Reorganization (other than any Environmental Liability arising out of or relating to any Company Site or the ownership or operation of the Business, excepting, for avoidance of doubt, the Bayou Corne Sinkhole Site, ▇▇▇▇▇▇▇ Bayou Superfund Site, and Muscle Shoals Site), including those Environmental Liabilities arising out of or relating to any sites or other locations set forth on Section 1.01(g) of the Disclosure Letter, and (b) Environmental Liability described on Section 1.01(h) of the Disclosure Letter, in each case of (a) and (b), whether such Environmental Liability is incurred or arising before, on or after the Closing Date; provided that, for the avoidance of doubt, Legacy Environmental Liabilities shall not include any Environmental Liability to the extent arising from any real property, entity or business that is acquired after the Closing by Purchaser, the Transferred Entities or their respective Affiliates.