Retained Environmental Claims definition
Retained Environmental Claims or “Environmental Loss” the indemnification for which is governed by Section 10). Nothing contained in the Schedules hereto shall increase, decrease or modify in any way whatsoever Buyer’s or the Title Holder’s pre-Closing Date obligations under Section 4.1, nor result in Buyer or the Title Holder becoming responsible for any Liabilities or duties of Seller other than those assumed under this Agreement.
Retained Environmental Claims means (a) Environmental Claims and Costs of Compliance under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 et seq., and its Texas counterpart or any other Environmental Law, for the disposal of hazardous substances generated and transported to any off-site disposal facilities prior to the Effective Time; (b) bodily injury and property damage Covered Liabilities for exposure to or contamination by Hazardous Materials, arising from Lessor's or its Affiliate's operation and use of the Leased Property prior to the Effective Time, (c) Environmental Claims and Costs of Compliance with respect to any written judgment, order, consent decree or notice of violation from any Governmental Body related to the Leased Property that has not been disclosed to Lessee prior to the date of this Lease, and (d) Environmental Claims and Costs of Compliance (other than "Assumed Environmental Claims" under the Other Lease) to the extent resulting from the presence of Hazardous Materials on the Leased Property as a result of Lessor's or any of its Affiliates' past, present or future operation and use of Adjacent Lessor Facilities; provided that Retained Environmental Claims shall not include any Environmental Claims and Costs of Compliance to the extent resulting from (i) the aggravation of the Environmental Activities regarding such Hazardous Materials as a result of operation and use of the Assets after the Effective Time by any Person (other than Lessor or its Affiliates or any Person acting on behalf of Lessor or its Affiliates) or (ii) the presence of Hazardous Materials on any property as a result of operation and use of the Assets after the Effective Time by. any Person (other than Lessor or its Affiliates or any Person acting on behalf of Lessor or its Affiliates).
Examples of Retained Environmental Claims in a sentence
Except with respect to Retained Environmental Claims, Lessee, at its sole cost and expense, shall operate the Leased Property in a manner consistent with (i) Prudent Operating Practices, (ii) Codes and (iii) Laws, except to the extent Section 11.9 (Permitted Contests) shall apply, except those which would not have (or the failure to comply with which would not have) a Material Adverse Effect.
The ------------ Parties shall mutually agree upon the content of the final Baseline Audit Report, which shall be attached hereto as Schedule 5.9 and which shall ------------ constitute the Retained Environmental Claims.