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

• 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.

• Timely receipt of an Environmental Defect Notice, verification of the cost to remediate by the Environmental Consultant, and the aggregate of all Environmental Defects exceeding the Environmental Defect Deductible, are conditions precedent to Seller's obligation to retain liability for Retained Environmental Liabilities.

• As of the Closing of this Agreement, and irrespective of whether Operator Franchisee accepts, rejects or challenges the BFO, whether Operator Franchisee closes escrow, or whether Buyer owns, operates, manages or supplies the BFO Fuel Retail Site, each of the BFO Fuel Retail Sites shall be deemed to be a Purchased Asset for purposes of Third Party Claims, Retained Environmental Liabilities and Assumed Environmental Liabilities.

• 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").

• COMPONET AND SYSTEMS MANUALSUpon final delivery of the completed unit, the successful proposer is required to submit at a minimum, an “as built” complete component and parts list, including part numbers, electrical schematics, mounting locations, component weights, operating manuals and pertinent information.

More Definitions of Retained Environmental Liabilities

Retained Environmental Liabilities has the meaning set forth in the definition of "Retained Liabilities."

Retained Environmental Liabilities means the following Liabilities: (i) Liabilities for Response Actions to the extent required to address the Release of Hazardous Substances occurring at or from the Owned Real Property on or before the Closing Date; (ii) Liabilities for loss of life, injury to persons or property, or damage to natural resources to the extent arising in connection with the Release of Hazardous Substances on, at or from the Owned Real Property on or before the Closing Date; (iii) Liabilities arising in connection with any Hazardous Substances that were disposed of at, or transported by or on behalf of either of the Sellers to, any Off-Site Location on or before the Closing Date; or (iv) Liabilities for any violation or alleged violation of or noncompliance with any Environmental Law by the Sellers or their Affiliates or predecessor owners of the Wheatland Facility or the Owned Real Property on or prior to the Closing Date, including any fines and penalties and the costs of correcting such violations or non-compliance with applicable Environmental Law. “Retained Environmental Liabilities” shall not include any of the following Liabilities: (a) Liabilities for Response Actions arising in connection with Releases of Hazardous Substances at or from the Wheatland Facility or the Owned Real Property specifically authorized by, and in compliance with, any Environmental Permits; (b) any costs for decommissioning of any equipment or facilities; (c) costs for upgrades to pollution control or other equipment required by changes in applicable Environmental Laws that impose compliance deadlines after the Closing Date; (d) Liabilities arising in connection with any Releases of Hazardous Substances, or the disposal of Hazardous Substances, on, at or from the Owned Real Property, initially occurring after the Closing Date; (e) Liabilities arising in connection with any transportation or disposal of Hazardous Substances from the Wheatland Facility or the Owned Real Property to any Off-Site Location which occurs after the Closing Date; or (f) Liabilities for any violation or alleged violation of or noncompliance with any Environmental Law by the Buyers or their Affiliates, in connection with the ownership or operation of the Acquired Assets, which occurs after the Closing Date.

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 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 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.