Definition of Pre-Closing Environmental Liabilities
Pre-Closing Environmental Liabilities means: (i) the Release of any Hazardous Substance prior to the Closing Date from any real property owned or leased by any Acquired Company into the atmosphere or any water course or body of water not enclosed within such real property; (ii) any fine, penalty, levy or assessment imposed under Environmental Law by any Governmental Authority with respect to the operation of the Projects prior to the Closing Date; (iii) any obligation imposed by Environmental Law to undertake Remediation Measures in respect of Existing Soils Contamination, subject to the provisions of Section 6.34; or (iv) any Environmental Claim made by any Person that arises from the operation prior to the Closing Date of any of the Acquired Companies or the former ownership or use of real property by an Acquired Company prior to the Closing Date, including Environmental Claims based on indemnities or other contractual undertakings of EME and its Subsidiaries or their predecessors; provided that Pre-Closing Environmental Liabilities do not include any liabilities or obligations to the extent that they arise from or are related to (a) the existence of Hazardous Substances used as construction materials in, on or otherwise affixed to structures or improvements included in the real property owned or leased by any Acquired Company, including without limitation, asbestos, urea formaldehyde foam insulation and lead-based paint or coatings, unless there has been a Release of such Hazardous Substances into the atmosphere or any water course or body of water not enclosed within such property or which has resulted in Existing Soils Contamination; (b) Hazardous Substances introduced after the Closing into the soil or groundwater of the real properties included in the Acquired Companies, as well as the migration through soil or groundwater after the Closing of such Hazardous Substances (other than introductions into the groundwater as a result of the migration of Hazardous Substances actually present in the soil prior to the Closing); or (c) any increase in soils or groundwater contamination or exacerbation of Existing Soils Contamination, or any increase in the costs or burdens of any Remediation Measures required by any Governmental Authority or third Person, as a result of acts or omissions after the Closing of Persons other than EME and its Affiliates, including, without limitation, the imposition of any remediation standard with respect to Existing Soils Contamination that is different from the standard that is or would have been applicable as of Closing.
Examples of Pre-Closing Environmental Liabilities in a sentence
For purposes of clarification, the Parties specifically agree that Pre-Closing Environmental Liabilities shall not be Assumed Liabilities hereunder.
HOVIC shall pay all Pre-Closing Environmental Liabilities and Costs in accordance with the provisions of this Agreement other than (x) Damages subject to the retention amount of $6,250,000 specified in Section 10.10(b) that is to be borne by the Company and (y) Damages allocated to the Company pursuant to Sections 10.10(c) through 10.10(h).
Such obligation shall not terminate with respect to the Pre-Closing Environmental Liabilities as to which Purchaser Indemnitees provides such notice prior to such time.
Buyer shall use its commercially reasonable efforts to manage all Pre-Closing Environmental Liabilities and all Environmental Actions that may be related thereto in a diligent manner and in a manner that minimizes the liability of Seller with respect thereto, whether under this Agreement or otherwise.
Prior to Closing, the Seller shall cause the third party insurance policies (and/or the rights to coverage thereunder) of the Morton Entities solely relating to the Non-Business Assets or Non-Business Liabilities or Pre-Closing Environmental Liabilities to the extent not relating to the Business (the "Non-Business Insurance") to be transferred, conveyed or otherwise assigned to the Seller or one or more of its Affiliates to the extent practicable.