Definition of Pre-Closing Environmental Liability

  1. 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 Morton Entity or any predecessor of a Morton 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 Morton Entity or any predecessor of a Morton Entity, or (ii) any Release of any Hazardous Material at any real property to which, prior to Closing, a Morton Entity or any predecessor of a Morton 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 Morton Entity or any predecessor of a Morton Entity, (c) any Action against any Morton 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 Morton Entity prior to Closing, (e) any contractual defense or indemnification obligation, in either case entered into prior to Closing, owed by a Morton 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

Definition of Pre-Closing Environmental Liability in Asset Purchase Agreement

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 Morton Entity or any predecessor of a Morton 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 Morton Entity or any predecessor of a Morton Entity, or (ii) any Release of any Hazardous Material at any real property to which, prior to Closing, a Morton Entity or any predecessor of a Morton 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 Morton Entity or any predecessor of a Morton Entity, (c) any Action against any Morton 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 Morton Entity prior to Closing, (e) any contractual defense or indemnification obligation, in either case entered into prior to Closing, owed by a Morton 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


Definition of Pre-Closing Environmental Liability in Stock Purchase Agreement

Pre-Closing Environmental Liability means a Liability arising from Contamination present at the Real Property prior to Closing that is attributable to MJP's operation of the Business prior to Closing.