Pre-Closing Environmental Liability has the meaning set forth in Section 2.1(d)(ii) of this Agreement.
Pre-Closing Environmental Liability means any Liability of any of the Acquired Companies or any of the Sellers that arises out of or relates to: (a) any violation of any Environmental, Health, and Safety Laws by any of the Acquired Companies prior to the Closing Date; (b) any environmental pollution or contamination on, in, under or from any real property owned, leased or occupied by any of the Acquired Companies that occurred prior to the Closing Date; and (c) any use, application, leak, spill, release, discharge or disposal of any substance regulated under, or defined as orconsidered “hazardous” or “toxic” or “radioactive” or “contamination” or “pollution” under any Environmental, Health, and Safety Laws that occurred prior to the Closing Date or resulted from the Operations conducted prior to the Closing Date.
Pre-Closing Environmental Liability means any and all liabilities, whether accrued, contingent, absolute, determined, determinable, known, unknown or otherwise, arising under or relating to Environmental Laws or relating to Hazardous Substances and arising from events occurring or conditions existing prior to the Closing Date in connection with the Acquired Assets.
Examples of Pre-Closing Environmental Liability in a sentence
Any Ordinary Course Environmental Liability shall be subject to a presumption that such Ordinary Course Environmental Liability is a Pre-Closing Environmental Liability, so long as it is identified prior to the Environmental Liability Presumption Change Date.
If Buyers are able to demonstrate by clear and convincing evidence that such Ordinary Course Environmental Liability first arose or occurred on or prior to the Closing Date, the presumption provided for in the foregoing sentence shall be overcome and such Ordinary Course Environmental Liability shall be deemed a Pre-Closing Environmental Liability.
Furthermore, IRS guidelines require the full value of the provided vehicle to be reported if the employer does not require the submission of detailed logs which distinguish between business and personal usage.
If Purchaser elects to assume the defense and/or resolution of any Reserved Pre-Closing Environmental Liability or Post-Closing Environmental Liability, Purchaser alone shall control all Remedial Action or other actions (including without limitation all communications with Governmental Bodies) undertaken pursuant to the indemnity in Section 11.2(b)(vi) or (b)(viii); provided, however, that such Remedial Action and other actions shall be conducted in a Lowest-Cost Commercially Reasonable Manner.
Notwithstanding the foregoing, ST Pre-Closing Environmental Liability shall not include any ST Post-Closing Environmental Liability.
More Definitions of Pre-Closing Environmental Liability
Pre-Closing Environmental Liability or “Pre-Closing Environmental Liabilities” means, regardless of whether any of the following are contained in any disclosure schedule to this Agreement or otherwise disclosed to Purchaser prior to Closing, any and all Environmental Losses arising out of or related to (a) the presence, Release, threat of Release, Management or exposure to the extent occurring prior to the Closing Date (and the migration thereof, regardless of when such migration occurs, and the post-Closing consequences of such presence, Release, threatened Release, Management, or exposure) of or to Hazardous Substances at, on, in or under any of the Conveyed Assets, the Excluded Assets, or any property previously owned, operated, or leased by Seller or any of its Affiliates or predecessors or in connection with the operation of the Business, on-site or off-site; (b) arising from the pre-Closing off-site transportation, storage, treatment, recycling, or Release (including disposal) of Hazardous Substances Managed or Released by Seller or any of its Affiliates or predecessors or in connection with the operation of the Business; or (c) any violation of any Environmental Law to the extent existing as of the Closing Date or related to conditions existing as of the Closing Date (including, without limitation, (1) the wastewater discharge from the Site having a pH of less than 5.0 identified in the letter from the United States Environmental Protection Agency, dated December 1, 2000, (2) the treatment in the wastewater treatment plant of fluoride in the wastewater to the extent required to comply with Environmental Laws as such laws are in effect as of the Closing Date, (3) the treatment of suspended solids in wastewater to the extent required under Environmental Laws and required to be undertaken in connection with the letter, dated December 5, 2000, from the Mountaintop Area Joint Sanitary Authority to Seller, and (4) any other post-Closing consequences and costs and expenses for pollution control equipment required to bring the Conveyed Assets or the Business into compliance with Environmental Laws and fines, penalties and defense costs incurred for such reasonable time after the Closing as it takes Purchaser to come into compliance).
Pre-Closing Environmental Liability means any Loss relating to any Environmental Law (in effect as of the Initial Closing) to the extent arising out of acts or omissions occurring, or conditions existing (whether known or unknown), at or before the Initial Closing in connection with the ownership or operation of the
Pre-Closing Environmental Liability means any Loss, Proceeding, responsibility or other Liability arising out of Environmental Laws and (1) any condition of the Assets or Excluded Assets to the extent existing on or prior to the Closing Date, (2) the ownership or operation of the Access Business (including by any former owner or operator thereof) or the Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Access Business by any former owner or operator thereof) on or prior to the Closing Date, (3) (A) personal injury, property damage or exposure to Hazardous Substances or (B) investigation, remediation, natural resources damages or other response actions, including claims related to any Releases, in each case arising out of the ownership or operation of the Access Business or the Assets or any Excluded Asset (or any assets previously owned or Table of Contents operated in connection with the Access Business or by any former owner or operator of the Access Business) on or prior to the Closing Date or (4) the Release of Hazardous Substances or the arrangement for such activities, from, at or to any off-site location arising out of the ownership or operation of the Access Business, the Other Businesses, the Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Access Business or the Other Businesses or by any former owner or operator of the Access Business or the Other Businesses) on or prior to the Closing Date (it being understood that, for purposes of this clause (4), the Seller and its Affiliates shall not be liable for any actions or inactions by the Purchaser or any of its Affiliates with respect to any such arrangement subsequent to the Closing).
Pre-Closing Environmental Liability means any Liability of any of the Acquired Companies or any of the Sellers that arises out of or relates to: (a) any violation of any Environmental, Health, and Safety Laws by any of the Acquired Companies prior to the Closing Date; (b) any environmental pollution or contamination on, in, under or from any real property owned, leased or occupied by any of the Acquired Companies that occurred prior to the Closing Date; and (c) any use, application, leak, spill, release, discharge or disposal of any substance regulated under, or defined as or considered “hazardous” or “toxic” or “radioactive” or “contamination” or “pollution” under any Environmental, Health, and Safety Laws that occurred prior to the Closing Date or resulted from the Operations conducted prior to the Closing Date.
Pre-Closing Environmental Liability means any Liability relating to or arising from (a) (i) any pre-Closing Release of any Hazardous Material (A) by a Xxxxxx Entity or any predecessor of a Xxxxxx Entity or (B) at, on, in, from or migrating to or from any Owned Real Property or any real property formerly owned or operated by a Xxxxxx Entity or any predecessor of a Xxxxxx Entity, or (ii) any Release of any Hazardous Material at any real property to which, prior to Closing, a Xxxxxx Entity or any predecessor of a Xxxxxx Entity sent any such Hazardous Material for treatment, storage or disposal that, in the case of (i) or (ii) requires Remedial Action under applicable Environmental Law or results in a natural resource damage claim, (b) any violation of or non-compliance with any Environmental Law or Environmental Permit on or prior to Closing by a Xxxxxx Entity or any predecessor of a Xxxxxx Entity, (c) any Action against any Xxxxxx Entity or any Purchaser Reorganization Transferee relating to any violation or alleged violation of Environmental Law on or prior to Closing, (d) any pre-Closing exposure to any Hazardous Materials at any Owned Real Property or Leased Real Property, and any exposure to any Hazardous Materials from any product sold or distributed by a Xxxxxx Entity prior to Closing, (e) any contractual defense or indemnification obligation, in either case entered into prior to Closing, owed by a Xxxxxx Entity or any Purchaser Reorganization Transferee to a third party relating to any pre-Closing Release of any Hazardous Material or pre-Closing exposure to any Hazardous Material at any Owned Real Property or Leased Real Property, and (f) remediation, reclamation or rehabilitation of any mine that ceased operation prior to Closing, except to the extent that any such Liability in (f) (i) has been accounted for in the Business Financial Statements, or (ii) has been caused or exacerbated by the negligence of Purchaser. For purposes of defining “Pre-Closing Environmental Liability” only, “mine” shall mean any real property, whether owned or leased, including subsurface, surface and the fixtures associated therewith, of the Xxxxxx Entities that is used for mining or extracting Salt. Without limiting the foregoing, Pre-Closing Environmental Liability shall include any Liability relating to or arising from pre-Closing Releases of any Hazardous Materials, or any pre-Closing or post-Closing migration or leaching of such pre-Closing Released Hazardous Materials, at or from the Ventron/Velsicol Su...
Pre-Closing Environmental Liability means any loss, claim, demand, requirement, lawsuit, responsibility or other Liability arising under Environmental Laws as a result of or in connection with (1) the ownership or operation of the Business (including by any former owner or operator thereof) or the Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Business) prior to the Closing, (2)(A) personal injury, property damage or exposure to a Hazardous Material or (B) investigation, remediation, natural resources damages or other response actions (including claims related to any Releases), in either case (a) arising out of the ownership or operation of the Business (including by any former owner or operator thereof) or the Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Business) and (b) occurring prior to the Closing or (3) the transportation, Release or recycling of a Hazardous Material or the arrangement for such activities by Seller or in connection with the Assets or the Business, from, at or to any off-site location prior to the Closing.
Pre-Closing Environmental Liability means any loss, claim, ----------------------------------- demand, requirement, lawsuit, responsibility, liability, obligation or commitment arising out of, based on, or resulting from (1) any of the matters disclosed on Schedule 3.13 or Schedule 3.20(b) or identified in Schedule 1.03(b)(xxi), (2) Environmental Laws (as defined in Section 3.20(b)) and in connection with any condition of the Acquired Assets, the Acquired Coating Equipment or Excluded Assets existing on or prior to the Closing Date, (3) Environmental Laws and in connection with the ownership or operation of the Business (or by any former owner or operator thereof) or the Acquired Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Business by any former owner or operator thereof), in each case on or prior to the Closing Date, (4) (A) personal injury, property damage or exposure to Hazardous Materials (as defined in Section 3.20(b)) or (B) investigation, remediation, natural resources damages or other response actions, including claims related to Releases (as defined in Section 3.20(b)) into the St. Louis River or Lake Superior, in each such case, arising out of, based on or resulting from Environmental Laws or the presence or Release of Hazardous Materials and the ownership or operation of the Business or the Acquired Assets or any Excluded Asset (or any assets previously owned or operated in connection with the Business or by any former owner or operator of the Business) on or prior to the Closing Date or (5) the transportation, Release or recycling of Hazardous Materials or the arrangement for such activities, from, at or to any off-site location on or prior to the Closing Date. Pre-Closing Environmental Liability includes any Unknown Pre-Closing On-Site Environmental Liability (as defined in Section 8.01(c)).