Definition of Pre-Closing Environmental Liabilities
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.