Common use of Hazardous Materials Indemnification Clause in Contracts

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to 16.1 The Agency shall indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties forCommission, its officers, agencies, commissions, and employees from and against any and all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interestliability, losses, costs and expenses (collectively “Claims”), including third party Claims and Claims by any governmental agency (other than the Commission), relating to any hazardous materials that are located at, on, over, under, or flowing through the Park Addition Public Trust Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Public Trust Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Public Trust Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Park Addition Public Trust Parcel. The Agency and the Commission agree that if the Commission is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the Commission under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.2 The Agency shall indemnify, defend and hold harmless State Parks, its officers, agencies, commissions, and employees from and against any and all Claims, including third party Claims and Claims by any governmental agency (other than State Parks), relating to any hazardous materials that are located at, on, over, under, emanating from or flowing through the Park Addition Trust Termination Parcel as of the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation to indemnify under this Section shall not apply to the extent that (i) the hazardous materials were present on the Park Addition Trust Termination Parcel during any period (prior to the Closing Phase) in which the State owned the fee in the Park Addition Trust Termination Parcel, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned or exacerbated the hazardous materials affecting the Trust Termination Parcel. The Agency and the State Parks agree that if State Parks is a named insured in a pollution liability insurance policy obtained by the Agency, the obligation to indemnify the State Parks under this Section shall not become effective unless and until any proceeds from the policy are exhausted. The obligation to indemnify under this Section shall terminate on the later of January 1, 2040, or 15 years following the date of the Closing Phase that pertains to that parcel; provided, however, that the obligation shall not terminate as to Claims asserted in an action filed prior to the termination date. 16.3 A Party holding title to property to be conveyed pursuant to this Agreement (“Owner”) shall permit any other Party to which the property is to be conveyed (“Recipient”) to enter upon the property, upon reasonable attorney’s fees (notice and subject to reasonable time and manner conditions, for the purpose of conducting such investigations of the physical condition of the property as the Recipient deems necessary to satisfy itself as to the matters described in Section 13.3(c) in preparation for a closing. Upon the request of a Recipient, an Owner shall provide or make available to the Recipient any existing environmental reports, including any such fees Phase I Environmental Site Assessments, relating to the property to be conveyed by Owner. An Owner shall accommodate a reasonable request by a Recipient for additional invasive testing, including but not limited to soil or groundwater sampling, subject to Owner’s approval of testing plans and expenses incurred in enforcing this indemnity) asserted againstprocedures, imposed on or incurred by any which shall not be unreasonably withheld, and further subject to mutual agreement of the Indemnified Parties, directly or indirectly pursuant to or in connection Owner and Recipient regarding responsibility for the costs of such additional testing. No entry by a Recipient shall unreasonably interfere with the application use of any Environmental Law to acts the property by Owner or omissions occurring at any time on its tenants, easement holders, licensees, or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonpermittees.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce introduce, any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, suffer allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic US Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender Agent and their respective its directors, officers, agents and employees (collectively, the “"Indemnified Parties”") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company Parent or any of its Subsidiaries or any business conducted thereon. Each Foreign Offshore Facility Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s 's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Offshore Facility Borrower or any of its Subsidiaries or any business conducted thereon.

Hazardous Materials Indemnification. UseFrom and after the Commencement Date, generateto the greatest extent allowed by law, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to Lessee shall indemnify, reimburse, defend (with counsel reasonably approved by Lessor) and hold Indemnitees harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) therelease, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Leased Premises, or the transportation of any such Hazardous Material to or from, the Leased Premises occurring after the Commencement Date, or (ii) the failure of Lessee, Lessee’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws related to the Leased Premises, unless caused by the Lessor’s active or passive negligence. The foregoing indemnity shall further apply to any residual Hazardous Materials in, on, under or about the Land or affecting any natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws, but only to the extent that such release of Hazardous Materials occurs after the Commencement Date The provisions of this Section shall survive the expiration or termination of this Lease.‌ Lessee’s indemnity obligations under this paragraph shall not apply to (a) any release of Hazardous Materials or Claim related to Hazardous Material that occurred or first accrued before the Lessee’s possession of the Land whether known or unknown, and (b) claims arising out of the Lessor’s failure to disclose any known condition that the Lessor is required to give to the Lessee. Lessor agrees to defend, indemnify, protect and hold harmless the Lessee, and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors and assigns ("Lessee Indemnities") from, regarding and against any and all liabilities, obligations (including but not limited to the duty to respond to any governmental inquiry, investigation, claim or demand regarding such Hazardous Materials), orders, decrees, judgments, liens, demands, liabilitiesactions, environmental response actions, claims, losses, damages, costsfines, claimspenalties, suitsexpenses, actionsenvironmental response costs or costs of any kind or nature whatsoever, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s together with fees (including any such including, without limitation, reasonable attorneys’ fees and expenses incurred in enforcing this indemnity) asserted againstexperts’ and consultants’ fees), imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to resulting from or in connection with (i) the application release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the Land, or the transportation of any such Hazardous Material to or from, the Land occurring during the Lessor’s ownership of the Land and prior to the Commencement Date, or (ii) the failure of Lessor, Lessor’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing, to comply with Environmental Law Laws, except to acts or omissions occurring at any time on the extent caused in whole or in connection with any real estate owned or leased part by the Company negligence of Lessee or any of its Subsidiaries the Lessee Indemnitees in accordance with the principles of comparative negligence (“Lessee’s Indemnification”). If the Lessor discovers Hazardous Materials or any business conducted thereon. Each Foreign Borrower hereby agrees other materials subject to indemnifylegal requirements or corrective action, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any Lessor shall immediately notify the Lessee of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereonsame.

Hazardous Materials Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Without limiting the foregoing: (a) Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each the Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries or any business conducted thereon. . (b) Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney’s fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon.