Assignment of Indemnity. Seller shall have delivered to Buyers an assignment to WestRock Slatersville, LLC of Seller’s rights to indemnification for the Known Environmental Liabilities, as that term is defined under the Membership Interest Purchase Agreement by and among MeadWestvaco Corporation, PT Holdings, Inc., the Stockholders party thereto, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, dated December 30, 2011 (the “PT Purchase Agreement”), including any rights that Seller may have to draw upon the environmental escrow established under such Membership Interest Purchase Agreement, which assignment shall provide that in the event Seller is subject to any Losses arising after the Closing for Known Environmental Liabilities (as defined in the PT Purchase Agreement), Buyers will pursue claims for indemnification for such Losses under the PT Purchase Agreement and indemnify Seller for such Losses solely to the extent of the amount of any indemnification Buyers actually receive under the PT Purchase Agreement in respect of such Losses and net of any unreimbursed third-party costs incurred to pursue such indemnification claims, all in a manner substantively as similarly provided in Section 4.26 of this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)