Pre-Closing Environmental Liabilities definition

Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

Pre-Closing Environmental Liabilities means any Losses arising out of any Pre-Closing Environmental Matter.

Pre-Closing Environmental Liabilities means those Environmental Liabilities attributable to the period on or prior to the Closing;

Examples of Pre-Closing Environmental Liabilities in a sentence

• Remediation liabilities, arising in connection with decommissioning, are excluded from Pre-Closing Environmental Liabilities that NTEC may be responsible for pursuant to the PSA.

• The Assumed Liabilities include Post- Closing Environmental Liabilities and some Pre-Closing Environmental Liabilities if the environmental laws are changed after closing.

• Sellers, at their option, shall be the Lead Party for any Remedial Action subject to indemnification for Pre-Closing Environmental Liabilities, and shall have the right to assume control of, direct and implement any Remedial Action, defense or other response relating to any Pre-Closing Environmental Liability (including the resolution or settlement thereof and all other actions taken in response thereto), subject to the conditions herein.

• For purposes of clarity, the limitations set forth in Section 9.4(a),(b) and (c) do not apply to indemnification claims for Pre-Closing Environmental Liabilities made under Section 9.2(a)(ii) or for WTG Litigation Liabilities made under Section 9.2(a)(iii).

• For purposes of clarity, the limitations set forth in Section 9.4(a), (b) and (c) do not apply to indemnification claims for Pre-Closing Environmental Liabilities made under Section 9.2(a)(ii) or for Defense Actions made under Section 9.2(a)(iii).

More Definitions of Pre-Closing Environmental Liabilities

Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

Pre-Closing Environmental Liabilities means Liabilities arising out of (a) the ownership or operation of the Business at any time on or prior to the Closing or (b) the ownership, operation or condition of the Real Property or any other real property currently or formerly owned, operated or leased by Seller Related to the Business at any time on or prior to the Closing, in each case to the extent based upon or arising out of (i) Environmental Law, (ii) a failure to obtain, maintain or comply with any Environmental Permit, (iii) a Release of any Hazardous Substance, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances.

Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.

Pre-Closing Environmental Liabilities means Liabilities arising out of (a) the ownership or operation of the Business at any time on or prior to the Closing or (b) the ownership, operation or condition of the Leased Real Property or any other real property currently or formerly owned, operated or leased by any member of the Seller Group Related to the Business at any time on or prior to the Closing, in each case to the extent based upon or arising out of (i) Environmental Law, (ii) a failure to obtain, maintain or comply with any Environmental Permit, (iii) a release of any Hazardous Substance, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances.

Pre-Closing Environmental Liabilities means all Losses asserted against, resulting to, imposed on, or incurred by Purchaser or its Affiliates in connection with: (i) any actual or alleged Release or threatened Release of any Hazardous Substance prior to the Closing Date on or from or affecting any of the Leased Real Property; (ii) any actual or alleged violation of any Environmental Law prior to the Closing Date, by any of the Sellers or in connection with the Business by any other Person; (iii) any Environmental Claim made by any Person that relates to or is based upon the operation of the Business prior to the Closing Date or to any act or omission of any of the Sellers prior to the Closing, including, without limitation, Environmental Claims based on indemnities or other contractual undertakings; and (iv) the matters listed in Section 3.22 of the Sellers’ Disclosure Schedule.

Pre-Closing Environmental Liabilities shall have the meaning given in Section 8.1(a)(iii).

Pre-Closing Environmental Liabilities means all liabilities relating to an Environmental Claim or Environmental Law and arising from or related to any action, event, circumstance or condition related to any Subject Company, any of their respective businesses or the FG Transferred Business or the premises leased by a Subject Company or FG (with respect to the FG Transferred Business only), in each case occurring or existing on or before the Closing.