Retained Environmental Liabilities means (i) any Liabilities arising out of any Release or any noncompliance with Environmental Laws at (A) any Designated Sites (except, in the case of the Reading Site, for any such Liabilities for which the tenant is obligated to indemnify the landlord under the Reading Lease Agreement), (B) any other real property formerly owned, leased or operated in connection with the Business or by any predecessor or (C) any Superfund Sites or any other third-party real property where wastes generated in connection with the Business or any predecessor were disposed prior to the applicable Closing, to the extent arising out of the disposal of such wastes; (ii) any Liability arising out of any Release at Monterrey Site prior to the First Closing; (iii) any Liability arising out of (A) any Release prior to the First Closing Date in connection with the Chinese Joint Venture or (B) any noncompliance with Environmental Laws existing prior to the First Closing Date by the Chinese Joint Venture; (iv) any Liability arising out of any noncompliance with Environmental Laws existing prior to the First Closing at the Xiamen Site; (v) any Liability arising out of (A) any Release prior to the Second Closing Date in connection with the TLM Business or (B) any noncompliance with Environmental Laws in connection with the TLM Business existing prior to the Second Closing; and (vi) any Liability arising out of any noncompliance with Environmental Laws in connection with Purchaser’s ownership or operation of the assets set forth on Section 2.10 of the Seller Disclosure Schedule during the period prior to the transfer of such assets to Seller or a designated Subsidiary of Seller pursuant to Section 2.10 (other than any such liability arising out of Purchaser’s gross negligence); provided that for the avoidance of doubt subsection (iv) of this definition shall not include any Liability for any Release at or from the Xiamen Site (other than any Liability associated with the noncompliance of any Release with Environmental Laws).
Retained Environmental Liabilities has the meaning specified in Section 7.3.
Retained Environmental Liabilities has the meaning set forth in the definition of "Retained Liabilities."
Examples of Retained Environmental Liabilities in a sentence
On the Closing Date, Buyer shall unconditionally, completely, and forever discharge the Seller Indemnified Parties from any obligation to perform or ensure the performance of any Remediation Activities under this Agreement (but excluding any Remediation Activities related to Seller’s Retained Environmental Liabilities).
More Definitions of Retained Environmental Liabilities
Retained Environmental Liabilities has the meaning set forth in Section 2.5(b).
Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.
Retained Environmental Liabilities has the meaning specified in Section 1.01(h) of the Seller Disclosure Letter.
Retained Environmental Liabilities means ALL LIABILITIES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY WAY TO THE EXISTENCE OF AN ENVIRONMENTAL CONDITION ON OR RELATING TO ONE OR MORE ASSETS (INCLUDING, WITHOUT LIMITATION, LIABILITY FOR INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY OCCURRING AS THE RESULT THEREOF), REGARDLESS OF WHETHER SUCH ENVIRONMENTAL CONDITION IS KNOWN, ANTICIPATED, OR SUSPECTED AS OF THE POSSESSION TIME, TO THE EXTENT ONLY THAT SUCH ENVIRONMENTAL CONDITION, OR THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, AROSE, EXISTED, OR OCCURRED, IN WHOLE OR IN PART, PRIOR TO THE POSSESSION TIME.
Retained Environmental Liabilities means: (a) all Liabilities relating to the Xxxxxxxxxxx Groundwater Contamination, whether arising prior to, at or after the Closing; and (b) all Liabilities relating to the removal and abatement of the Xxxxxxxxxxx Asbestos Contamination as part of the ongoing asset retirement obligations at the Xxxxxxxxxxx Property, in each case to the extent necessary to complete the Remedial Action in accordance with the Reasonable and Prudent Operator Response.
Retained Environmental Liabilities shall have the meaning set forth in Section 5.2.A.
Retained Environmental Liabilities means all liabilities arising under Environmental Laws relating to or arising from (A) any operations or businesses conducted by Sellers or the Transferred Subsidiaries other than the Business; (B) any property, facility or location associated with the Business other than the Facilities or the Timberlands; (C) any Former Facility or Former Timberlands; (D) any Pre-Closing Hazardous Substance Release; (E) any Pre-Closing Environmental Regulatory Issue; (F) the discharge, disposal or arrangement for the disposal of Hazardous Substances prior to Closing onto or into any location other than the Facilities; (G) events or conditions set forth on Schedule D-10 hereto; or (H) any matter so designated pursuant to Section 9.3.2.2 hereof. Any liability falling within the foregoing definition shall be deemed to be a Retained Environmental Liability for all purposes under this Agreement, regardless of whether it is Disclosed in the Parent's Disclosure Memorandum or would also fall within the definition of "Indemnified Environmental Liabilities."