Common use of General Limitations on Liability Clause in Contracts

General Limitations on Liability. 6.1 The Relevant Seller shall not be liable in relation to any Environmental Claim to the extent that the Environmental Loss in respect of which the Environmental Claim is made, or any increase in such Environmental Loss, results from or would not have occurred but for: (i) any act, omission or transaction of the Relevant Purchasers or any member of the Relevant Purchaser’s Group after Completion or by their respective directors, officers, employees after Completion in each case which is unreasonable or negligent; (ii) the enactment of new laws in relation to Environmental Matters or changes to Indemnified Environmental Laws which come into force after the Completion Date; (iii) the disclosure of information (or the authorisation of such disclosure) by the Relevant Purchaser or any member of the Relevant Purchaser’s Group or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants concerning Contamination to any Environmental Authority or any third parties, except where: (a) the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of business as if it did not have the benefit of this indemnity and seeking to minimise its liabilities in relation to Contamination would disclose such information (or authorise such disclosure) as a reasonable means to mitigate any Environmental Loss or to limit or to avoid significant harm or a significant risk of significant harm to the Environment, where in advance of such disclosure there is reasonable objective evidence that a matter exists or is likely to exist which would satisfy one of the Environmental Trigger Events; (b) it is required by law or under or for the purpose of obtaining any Environmental Permit or for the purpose of any judicial or regulatory proceedings; (c) it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the part of the Relevant Purchasers); or (d) it is an emergency, that is a state of affairs where immediate and very grave harm to the Environment occurs or is imminent; (iv) the carrying out of Investigative Works by the Relevant Purchaser or any member of the Relevant Purchaser’s Group or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants, except where: (a) the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of business as if it did not have the benefit of this indemnity and seeking to minimise its liabilities in relation to Contamination would carry out such Investigative Works as a reasonable means to mitigate any Environmental Loss or to limit or avoid significant harm or a significant risk of significant harm to the Environment, where in advance of such Investigative Works there is reasonable objective evidence that a matter exists or is likely to exist which would satisfy one of the Environmental Trigger Events; (b) it is required by law or under or for the purpose of obtaining any Environmental Permit or for the purpose of any judicial or regulatory proceedings; (c) it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the part of the Relevant Purchasers); (d) it is required in connection with any Remedial Action; or (e) it is an emergency, that is a state of affairs where immediate and very grave harm to the Environment occurs or is imminent; (v) any actual or proposed change in use or development to an environmentally more sensitive use, or any actual or proposed demolition or closure of all or a significant proportion of any Indemnified Property after Completion; and (vi) the cost of repair or replacement or upgrade of any plant and or equipment or other structures where such works would have been reasonably required to be carried out in the ordinary course of business irrespective of the Contamination giving rise to the Environmental Claim; and (vii) the Remedial Action exceeds the minimum that would be expressly required in writing by the Environmental Authority under Indemnified Environmental Laws were it to be aware of such Contamination, and assuming all reasonable efforts had been made as provided for in paragraph 7 of this Schedule 15.

General Limitations on Liability. 6.1 3.1 The Relevant Seller shall not be liable in relation to any Environmental Claim claim under paragraph 2 above to the extent that the Environmental Loss in respect of which the Environmental Claim is made, or any increase in such Environmental Loss, results Purchaser Asbestos Losses result from or would not have occurred but forfor or are increased or exacerbated by: (i) 3.1.1 any actindemnity, omission covenant, undertaking, warranty, assurance or transaction other contractual protection or allocation entered into, granted or agreed by any Asbestos Indemnified Person after the Closing Date unless it includes limitations and obligations on any relevant counterparty consistent with the provisions of the Relevant Purchasers or any member this Part 1 of the Relevant Purchaser’s Group after Completion or by their respective directors, officers, employees after Completion in each case which is unreasonable or negligentSchedule 6; (ii) 3.1.2 the enactment of new laws in relation to Environmental Matters or changes to Indemnified Environmental Laws which come into force after the Completion Date; (iii) the disclosure volunteering of information (or the authorisation of such its disclosure) concerning Asbestos or any breach of Asbestos Law by the Relevant Purchaser any Group Company or by any member of the Relevant Purchaser’s Group or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants concerning Contamination after the Closing Date to any Environmental Authority regulatory authority or to any third parties, except where: party in circumstances where the information was provided other than: (a) in response to an unsolicited requirement of a regulatory authority for such information; (b) pursuant to a notification obligation at law or (c) with the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of business as if it did not have the benefit of this indemnity and seeking to minimise its liabilities in relation to Contamination would disclose such information (or authorise such disclosure) as a reasonable means to mitigate any Environmental Loss or to limit or to avoid significant harm or a significant risk of significant harm to the Environment, where in advance of such disclosure there is reasonable objective evidence that a matter exists or is likely to exist which would satisfy one of the Environmental Trigger EventsSeller; (b) it is required by law or under or for 3.1.3 the purpose introduction of obtaining any Environmental Permit or for Asbestos at the purpose of any judicial or regulatory proceedingsrelevant property after the Closing Date; (c) it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the part of the Relevant Purchasers); or (d) it is an emergency, that is a state of affairs where immediate and very grave harm to the Environment occurs or is imminent; (iv) 3.1.4 the carrying out of Investigative Works by the Relevant Purchaser by, or on behalf of, any member of the Relevant Purchaser’s Group of any investigations other than the Asbestos Survey at or their respective officers, directors, employees, partners, agents, contractors sub-contractors or consultants, except where: (a) the Relevant Sellers have given their prior written consent provided that such consent shall not be withheld in circumstances where a reasonable operator acting in the ordinary course of business as if it did not have the benefit of this indemnity and seeking to minimise its liabilities in relation to Contamination would carry out the relevant Premises after the Closing Date save where such Investigative Works as investigation is undertaken (i) in response to an unsolicited written requirement of a reasonable means regulatory authority, (ii) in order to mitigate comply with any Environmental Loss Asbestos Law, or (iii) is necessary to limit or avoid significant harm or investigate a written letter of complaint received by the Purchaser presenting a significant and imminent risk of significant harm Asbestos Proceedings being commenced (subject to the Environment, where in advance of such Investigative Works there is reasonable objective evidence that a matter exists or is likely to exist which would satisfy one written consent of the Environmental Trigger Events; Seller (b) it is required by law not to be unreasonably withheld or under or for the purpose of obtaining any Environmental Permit or for the purpose of any judicial or regulatory proceedings; (c) it is requested in writing by any Environmental Authority under Indemnified Environmental Laws (without prompting or solicitation on the part of the Relevant Purchasersdelayed)); (d) it is required in connection with 3.1.5 the closure, mothballing, change of use or development of any Remedial ActionPremises after the Closing Date; or (e) it 3.1.6 any Remedial Action taken by any member of the Purchaser’s Group which exceeds what is an emergency, that is a state of affairs where immediate and very grave harm to the Environment occurs or is imminent; (v) any actual or proposed change in use or development to an environmentally more sensitive use, or any actual or proposed demolition or closure of all or a significant proportion of any Indemnified Property after Completion; and (vi) the cost of repair or replacement or upgrade of any plant and or equipment or other structures where such works would have been reasonably required to be carried out recommended in the ordinary course of business irrespective of the Contamination giving rise to the Environmental Claim; and (vii) the Remedial Action exceeds the minimum that would be Asbestos Survey or otherwise expressly required in writing by the Environmental Authority under Indemnified Environmental Laws were it to be aware of such Contamination, and assuming all reasonable efforts had been made as provided for in paragraph 7 of this Schedule 15relevant regulatory authority.