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
Examples of Pre-Closing Environmental Liability in a sentence
If the Purchaser elects to assume the defense and/or resolution of any Reserved Pre-Closing Environmental Liability or Post-Closing Environmental Liability, the Purchaser alone shall control all Remedial Action or other actions (including all communications with Governmental Authorities) undertaken pursuant to the indemnity in Section 8.03(e) or 8.03(f); provided, however, that such Remedial Action and other actions shall be conducted in a Lowest-Cost Commercially Reasonable Manner.
In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire.
TDCC shall keep Corning and Splitco reasonably apprised of any material developments relating to the resolution of any such Pre-Closing Environmental Liability, including forwarding to Corning and Splitco copies of any material reports generated in connection therewith.
Without limiting the foregoing, the rights and remedies of Buyer with respect to any Pre-Closing Environmental Liability or any other matter arising under or relating to Environmental Laws shall be governed exclusively by Article X, and Buyer hereby waives and releases any and all claims at Law or in equity it may have with respect to any Pre-Closing Environmental Liability or any other matter arising under or relating to Environmental Laws.
So long as Purchaser is in good faith defending and/or resolving a Reserved Pre-Closing Environmental Liability or Post-Closing Environmental Liability under this Section, Seller shall not compromise, settle or in any manner interfere with the defense or resolution of such Reserved Pre-Closing Environmental Liability or Post-Closing Environmental Liability.