BUYER, THE COMPANY, AND THE OTHER BUYER INDEMNIFIED PERSONS FOR,
AND WILL PAY TO BUYER, THE COMPANY, AND THE OTHER BUYER INDEMNIFIED PERSONS THE
AMOUNT OF, ANY DAMAGES (INCLUDING COSTS OF CLEANUP, CONTAINMENT, OR OTHER
REMEDIATION) AND ANY ENVIRONMENTAL HEALTH AND SAFETY LIABILITIES ARISING,
DIRECTLY OR INDIRECTLY, FROM OR IN CONNECTION WITH EACH OF THE FOLLOWING:
(I)
ANY VIOLATIONS OR ALLEGED VIOLATIONS OF
ENVIRONMENTAL LAW RELATING TO THE PLANT OR THE BUSINESS ORIGINATING (IN WHOLE OR
IN PART) PRIOR TO CLOSING OR IN CONNECTION WITH THE RECOMMENCEMENT OF PRODUCTION
OPERATIONS AT THE PLANT SUBSEQUENT TO CLOSING.
(II)
ANY BODILY INJURY (INCLUDING ILLNESS,
DISABILITY, AND DEATH, AND REGARDLESS OF WHEN ANY SUCH BODILY INJURY OCCURRED,
WAS INCURRED, OR MANIFESTED ITSELF), PERSONAL INJURY, PROPERTY DAMAGE (INCLUDING
TRESPASS, NUISANCE, WRONGFUL EVICTION, AND DEPRIVATION OF THE USE OF REAL
PROPERTY), OR OTHER DAMAGE OF OR TO ANY PERSON, INCLUDING ANY EMPLOYEE OR FORMER
EMPLOYEE OF SELLER OR THE COMPANY, IN ANY WAY ARISING FROM OR ALLEGEDLY ARISING
FROM ANY HAZARDOUS ACTIVITY CONDUCTED OR ALLEGEDLY CONDUCTED WITH RESPECT TO THE
PLANT OR THE OPERATION OF THE COMPANY PRIOR TO THE CLOSING DATE, OR FROM
HAZARDOUS MATERIAL THAT WAS (A) PRESENT OR SUSPECTED TO BE PRESENT ON OR BEFORE
THE CLOSING DATE ON, UNDER OR FROM THE PLANT OR (B) RELEASED OR ALLEGEDLY
RELEASED BY SELLER OR THE COMPANY, AT ANY TIME ON OR PRIOR TO THE CLOSING DATE.
(III)
ANY KNOWN ENVIRONMENTAL CONDITION (TO THE
EXTENT NOT COVERED BY SECTIONS 10.3(A)(I) OR (II)): (A) WHERE BUYER, SELLER, THE
PLANT OR THE COMPANY IS REQUIRED BY AN ENVIRONMENTAL LAW OR A GOVERNMENTAL BODY
TO CLEANUP SUCH KNOWN ENVIRONMENTAL CONDITION; OR (B) ARISING OUT OF OR IN
RESPONSE TO ANY ACTUAL OR THREATENED CLAIM, ALLEGATION, OR PROCEEDING BY ANY
THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, A GOVERNMENTAL BODY.
SELLER'S
INDEMNITY OBLIGATION UNDER THIS SECTION 10.3(A)(III) FOR DAMAGES RELATED TO THE
DIMINUTION OF THE FAIR MARKET VALUE OF THE PLANT SHALL BE LIMITED TO 50% OF SUCH
DAMAGES PROVIDED THAT THE SELLER UNDERTAKES AND COMPLETES IN AN EXPEDITIOUS
MANNER ALL CLEANUP OF THE PLANT ASSOCIATED WITH THE ENVIRONMENTAL, SAFETY AND
HEALTH LIABILITY AT ISSUE, BY ENTERING THE PLANT INTO THE ILLINOIS SITE
REMEDIATION PROGRAM (OR A SUBSTANTIALLY SIMILAR PROGRAM IF THE SITE REMEDIATION
PROGRAM IS NOT IN EXISTENCE AT SUCH TIME) AND OBTAINING A "NO FURTHER
REMEDIATION" LETTER FROM THE APPLICABLE GOVERNMENTAL BODY (CURRENTLY, THE
ILLINOIS ENVIRONMENTAL PROTECTION AGENCY) SUCH THAT THE KNOWN ENVIRONMENTAL
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CONDITION AT THE PLANT IS CLEANED-UP TO CLEANUP STANDARDS PUBLISHED BY THE
APPLICABLE GOVERNMENTAL BODY APPLICABLE TO COMMERCIAL OR INDUSTRIAL PROPERTY AND
SELLER SHALL NOT IMPOSE UPON THE PLANT ANY INSTITUTIONAL, ENGINEERING, OR LAND
USE CONTROLS EXCEPT TO THE EXTENT APPROVED IN ADVANCE IN WRITING BY BUYER, IN
ITS REASONABLE DISCRETION.
(IV)
ANY KNOWN ENVIRONMENTAL CONDITION (TO THE
EXTENT NOT COVERED BY SECTIONS 10.3(A)(I), (II), OR (III)): (A) WHERE BUYER,
SELLER, THE PLANT OR THE COMPANY IS NOT REQUIRED BY AN ENVIRONMENTAL LAW OR A
GOVERNMENTAL BODY TO CLEANUP SUCH KNOWN