definiens: means : ( a ) any fines, p enalties or Liabilities arising out of or related to any violations of, or non - compliance with, Environmental Laws or Environmental Permits applicable to the Business or any Transferr ed Asset, including any costs associated with correcting any such violations or non - compliance, i n each case first arising or occurring, whether known or unknown, at or prior to the Closin g ; ( b ) any fines, penalties or Liabilities attributable to violations of, or non - compliance wi th, Environmental Laws or Environmental Permits that occur or arise after the Closing, to t he extent that such fines, penalties or Liabilities, or any portion thereof, are attributed to the perio d prior to the Closing ; ( c ) Liabilities relating to, or resulting or arising from, the off - site tran sportation, storage, treatment, recycling of Hazardous Materials generated by, or on behalf of S eller in connection with the Business or any Transferred Asset prior to the Closing, includi ng claims related to loss of life, injury to persons or property or remediation ; and ( d ) any Lia bility or costs arising from or related to any Environmental Release, threatened Environmental Rel ease, or exposure of any Person to any Hazardous Material, in each case first arising or o ccurring, whether known or unknown, at or prior to the Closing at any location attributable o r related to the Business or the Transferred Assets