Pre-Closing Environmental Liabilities definition
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Pre-Closing Environmental Liabilities means Liabilities arising out of the ownership or operation of the Facility or use of the other Purchased Assets at any time on or prior to the Closing, in each case to the extent based upon or arising out of (i) Environmental Law, (ii) a failure to obtain, maintain or comply with any Environmental Permit, (iii) a Release of any Hazardous Substance, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances.
Pre-Closing Environmental Liabilities means any Losses arising out of any Pre-Closing Environmental Matter.
Examples of Pre-Closing Environmental Liabilities in a sentence
In no event shall Sellers be obligated to indemnify the Buyer Indemnitees in the aggregate for more than $75,000,000 (inclusive of out-of-pocket costs and expenses incurred by Sellers in respect of such Pre-Closing Environmental Liabilities while Sellers controls the underlying matter pursuant to Section 8.1(b)(iii)) (the “Environmental Indemnity Cap”) with respect to Pre-Closing Environmental Liabilities.
If any Losses sustained by Buyer in connection with Pre-Closing Environmental Liabilities may be covered by an insurance policy (excluding self-insured retentions or captive insurance policies and net of costs of collection, including increased premiums), Buyer shall use commercially reasonable efforts to collect such insurance proceeds.
Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇ hereby acknowledges and agrees that, from and after the Closing, other than in the case of Fraud, its sole and exclusive remedy with respect to Pre-Closing Environmental Liabilities and Retained Environmental Liabilities against the Sellers or any of their Affiliates or their respective directors, officers and employees shall be pursuant to the indemnification provisions set forth in this Article 8.
More Definitions of Pre-Closing Environmental Liabilities
Pre-Closing Environmental Liabilities means those Environmental Liabilities attributable to the period on or prior to the Closing;
Pre-Closing Environmental Liabilities means Liabilities arising out of (a) the ownership or operation of the Business at any time on or prior to the Closing or (b) the ownership, operation or condition of the Leased Real Property or any other real property currently or formerly owned, operated or leased by any member of the Seller Group Related to the Business at any time on or prior to the Closing, in each case to the extent based upon or arising out of (i) Environmental Law, (ii) a failure to obtain, maintain or comply with any Environmental Permit, (iii) a release of any Hazardous Substance, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances.
Pre-Closing Environmental Liabilities means Liabilities arising out of (a) the ownership or operation of the Business at any time on or prior to the Closing or (b) the ownership, operation or condition of the Real Property or any other real property currently or formerly owned, operated or leased by Seller Related to the Business at any time on or prior to the Closing, in each case to the extent based upon or arising out of (i) Environmental Law, (ii) a failure to obtain, maintain or comply with any Environmental Permit, (iii) a Release of any Hazardous Substance, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances.
Pre-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 before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.
Pre-Closing Environmental Liabilities means any and all liabilities for ongoing or future Remedial Actions, civil or criminal penalties, personal injury, property damage, natural resources damages or attorneys’ fees, or any investigative, corrective or remedial obligations resulting from (A) the Release of any Hazardous Substances at, in, by, from, or related to the Purchased Assets or the Leased Property, or (B) the violation of any Environmental Law (including the invalidity or insufficiency of, or failure to comply with, any Environmental Permit), in each case of (A) and (B) to the extent that it arose, commenced, occurred or existed on or prior to the Closing Date. Pre-Closing Environmental Liabilities include, without limitation, all Losses due to a violation of Environmental Law or a Release of Hazardous Substances, to the extent the circumstances underlying such Losses are caused by any Seller Party’s or any Person’s (other than Purchaser’s, or Purchaser’s successors’, assigns’ or sublessees’ or the successors’, assigns’ or sublessees’ of Purchaser’s Affiliates) operations, in each case to the extent that the violation or Release arose, commenced, occurred or existed on or prior to the Closing Date. Pre-Closing Environmental Liabilities also include all liabilities, penalties, or any other fees, obligations, or ordered actions resulting from Item 10 on Schedule 4.14
Pre-Closing Environmental Liabilities shall have the meaning given in Section 8.1(a)(iii).
Pre-Closing Environmental Liabilities means all Losses asserted against, resulting to, imposed on, or incurred by Purchaser or its Affiliates in connection with: (i) any actual or alleged Release or threatened Release of any Hazardous Substance prior to the Closing Date on or from or affecting any of the Leased Real Property; (ii) any actual or alleged violation of any Environmental Law prior to the Closing Date, by any of the Sellers or in connection with the Business by any other Person; (iii) any Environmental Claim made by any Person that relates to or is based upon the operation of the Business prior to the Closing Date or to any act or omission of any of the Sellers prior to the Closing, including, without limitation, Environmental Claims based on indemnities or other contractual undertakings; and (iv) the matters listed in Section 3.22 of the Sellers’ Disclosure Schedule.