Post-Closing Environmental Liabilities means any Environmental Liabilities relating to the Business or the Real Property that relate to events, actions, conditions or circumstances that occur or arise after the Closing Date.
Post-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property after the Closing Date, including Liabilities with respect to Contamination first existing or first occurring after the Closing Date at a Station Property or at a site other than a Station Property to or at which any Buyer or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials after the Effective Time.
Post-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties on or after the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties on or after the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets on or after 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.
Examples of Post-Closing Environmental Liabilities in a sentence
Provided that the Closing occurs, Grantee hereby assumes all duties, obligations and liabilities (collectively, the “Assumed Obligations”) related to (i) the business and operation of the Assets relating to periods after the Effective Time, including Post-Closing Environmental Liabilities, (ii) any and all plugging and abandonment operations associated with the Assets, regardless of when such obligations arose and (iii) the obligations of Grantee pursuant to Article 12.
Likewise, Buyer shall be solely responsible for the proper disposal of any solid wastes generated by any Post-Closing Environmental Liabilities at the Facility, and in connection therewith, Buyer shall be identified as the generator of such solid wastes on manifests or other documents relating thereto.
More Definitions of Post-Closing Environmental Liabilities
Post-Closing Environmental Liabilities means any and all Environmental Liabilities by reason of or arising out of any acts, omissions or conditions to the extent occurring or existing on or after the Closing Date associated with the Assets that constitute or result in (i) a violation of or any non-compliance with or liability under Environmental Laws in effect on or after the Closing Date that are applicable to the Assets, (ii) a Release or threatened Release of, or exposure to, a Hazardous Substance at, under, on or from or to the Assets, or arising out of operation of the Assets (including the Release or threatened Release of, or exposure to, Hazardous Substances on, under, or from real properties offsite the Assets where such Hazardous Substances were transported or disposed, or arranged to be transported or disposed as a result of or in connection with operations at the Assets) as to which Environmental Laws in effect on or after the Closing Date impose liability or require Remediation or (iii) any actual or threatened claims, demands, causes of action, actions or proceedings by or before any Person or Governmental Authority alleging potential liability under any Environmental Laws in effect on or after the Closing Date.
Post-Closing Environmental Liabilities means Liabilities to the extent arising out of or resulting from: (a) any violation of any applicable Environmental, Health and Safety Requirements by Purchaser, its Affiliates and/or any other Person under their control related to facts, circumstances or conditions to the extent arising after the Closing Date in connection with any Real Property or any of the Purchased Assets; (b) the treatment, storage, transportation or disposal of Hazardous Materials by Purchaser, its Affiliates and/or any other Person under their control after the Closing Date at the Real Property; and (c) any environmental conditions at, on, in, under or from any Real Property to the extent caused, exacerbated or contributed to by the Purchaser, its Affiliates and/or any other Person under their control after the Closing Date.
Post-Closing Environmental Liabilities means all Losses under or relating to any Environmental Law asserted against, imposed on or incurred by Seller or its Affiliates (a) to the extent arising or resulting from the ownership or operation of the Customer Care Business or the Transferred Assets on or after the Initial Closing, including such Losses arising or resulting from (i) any Release of or exposure to any Hazardous Material in connection with the operation of the Customer Care Business or the Transferred Assets, to the extent occurring on or after the Initial Closing at any Transferred Real Property or any real property otherwise owned, operated or occupied after the Initial Closing Date in connection with the Customer Care Business or the Transferred Assets, (ii) any violation of Environmental Law by Purchaser or any of its Affiliates after the Initial Closing in connection with the operation of the Customer Care Business or the Transferred Assets or (iii) any offsite transportation and disposal of Hazardous Materials on or after the Initial Closing in connection with the operation of the Customer Care Business or the Transferred Assets or (b) relating to the Transferred Subsidiaries or their real properties or the ownership or operation thereof (whether arising prior to, on or after the Initial Closing Date).
Post-Closing Environmental Liabilities means all Environmental Claims and Environmental Conditions of whatsoever kind or nature, except for Pre-Closing Environmental Liabilities, including, without limitation, any increased cost to Seller’s performance of any Corrective Actions required under the Agreement or this Addendum, that are attributable to, or that arise from, any activities of Buyer (including, without limitation, demolition and construction activities) at the Facility following Closing that involves subsurface excavation, soil movement or disturbance, and/or special handling, treatment or disposal of soil and/or water.
Post-Closing Environmental Liabilities means any Liability to the extent relating to or arising out of (a) any Releases of Hazardous Materials subsequent to the Closing in connection with the operations conducted at any Integrated Site or Standalone Site; (b) any Releases of Hazardous Materials subsequent to the Closing at, in, on or from any Integrated Site or Standalone Site; (c) any Releases of Hazardous Materials at any third-party site to which such Hazardous Materials were sent subsequent to the Closing from any Integrated Site or Standalone Site; (d) any exposure to Hazardous Materials at any Integrated Site or Standalone Site on or subsequent to the Closing and any exposure to any Hazardous Material included in any product or material sent or distributed from an Integrated Site or Standalone Site on or subsequent to the Closing; (e) any violation of or noncompliance with Environmental Laws or Environmental Permits occurring or existing subsequent to the Closing at any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site; and (f) any Actions based upon any post-Closing violation of or post-Closing Liability under any Environmental Law or Environmental Permit brought with respect to any Integrated Site or Standalone Site or in connection with the operations conducted at any Integrated Site or Standalone Site subsequent to the Closing, in each case except for any post-Closing environmental obligation specifically imposed on Dow in any of the documents identified on Schedule 1.01(t).
Post-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of or relating to the operations of the Transferred Companies, the Canadian Business, the Purchased Assets or the use of the Real Property at any time on or after the Closing Date.
Post-Closing Environmental Liabilities means (i) any violation of Environmental Law by Grantee or Grantee’s Affiliates after the Effective Time or arising in connection with the Grantee’s ownership or operation of the Properties after the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties after the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets after 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.