Definition of Retained Environmental Liabilities


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.
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Examples of Retained Environmental Liabilities in a sentence

Except for Seller's Retained Environmental Liabilities, Buyer, in consideration of the negotiated amount of the Purchase Price, hereby unconditionally, completely and forever releases and discharges Seller, its Affiliates, and employees, officers, directors, agents and representatives and all successors and assigns of the foregoing, from all Environmental Liabilities.
Seller shall retain and be solely responsible for the following matters (collectively, "Retained Environmental Liabilities"): Environmental Liabilities in connection with Off-Site Disposal Activities performed by Seller prior to the Closing Date.
Upon Closing, if and to the extent the aggregate of all Environmental Defects exceeds the Environmental Defect Deductible, and subject to subsection 5.3 C below, Seller shall retain and pay, perform, fulfill and discharge all claims, cost, expenses, liabilities and obligations accruing or relating to and release Buyer from all Losses attributable to and relating to Environmental Defects for which Seller receives a timely Environmental Defect Notice (the "Retained Environmental Liabilities").
Retained Environmental Liabilities shall not include the coming into force of, or the change in, any Environmental Law or Environmental Permit (but excluding any new or modified cleanup standard or requirement for Remedial Work) on or after the Closing Date.
Any obligation or liability of Seller or JCI for the Retained Environmental Liabilities.