Retained Environmental Liabilities definition
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 set forth in Section 2.5(b).
Retained Environmental Liabilities has the meaning specified in Section 7.3.
Examples of Retained Environmental Liabilities in a sentence
Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇ hereby acknowledges and agrees that, from and after the Closing, other than in the case of Fraud, its sole and exclusive remedy with respect to Pre-Closing Environmental Liabilities and Retained Environmental Liabilities against the Sellers or any of their Affiliates or their respective directors, officers and employees shall be pursuant to the indemnification provisions set forth in this Article 8.
The indemnification obligations of Sellers with respect to Retained Environmental Liabilities shall survive indefinitely.
More Definitions of Retained Environmental Liabilities
Retained Environmental Liabilities has the meaning set forth in the definition of "Retained Liabilities."
Retained Environmental Liabilities has the meaning specified in Section 1.01(h) of the Seller Disclosure Letter.
Retained Environmental Liabilities means all Liabilities (including Cleanup costs) of Seller or its Affiliates arising under the Environmental Laws arising prior to, on or after the Closing: (i) to the extent not relating to the Business or to the Transferred Real Property; (ii) to the extent arising with respect to or relating to the Business (other than at any Transferred Real Property, which, for the avoidance of doubt, does not include any Former Facility), but only if and to the extent that losses for such Liabilities exceed $25 million in the aggregate; (iii) to the extent arising with respect to or relating to the Berlin Facility and/or (iv) to the extent not related to the Business.
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 means all Environmental Liabilities arising out of or relating to (i) properties or facilities formerly owned, leased or operated in connection with the Business or the Transferred Assets, (ii) the off-site transportation, storage, disposal or arrangement for disposal of Hazardous Materials on or prior to the Closing Date, or (iii) all Liabilities arising out of or relating to any Action pending on or prior to the Closing Date in connection with, arising out of or relating to the alleged or actual presence or release of, or exposure to, asbestos or asbestos-containing materials in any form in or at any of the Transferred Assets or in connection with the operations of the Business.
Retained Environmental Liabilities means Liability for any Environmental Claims involving any Legacy Site.
Retained Environmental Liabilities means any Environmental Liabilities, whenever arising or occurring, and regardless of whether known to Buyers or set forth on any schedule to this Agreement, arising from or relating to (i) the Retained Assets, or (ii) otherwise arising from or relating to Sellers or any of their respective predecessors or Affiliates, the Purchased Assets, the Sold Business or the Sold Business Real Property, except for any Environmental Liabilities where the facts or events underlying such liabilities are first created or first caused by the operation of the Sold Business by Buyers after the Closing Date.