OR OFF- SITE CONTAMINATION, OCCUPATIONAL SAFETY AND HEALTH,
AND REGULATION OF CHEMICAL SUBSTANCES OR PRODUCTS);
(B)
FINES, PENALTIES, JUDGMENTS, AWARDS, SETTLEMENTS, LEGAL OR
ADMINISTRATIVE PROCEEDINGS, DAMAGES, LOSSES, CLAIMS, DEMANDS AND RESPONSE,
INVESTIGATIVE, REMEDIAL, OR INSPECTION COSTS AND EXPENSES ARISING UNDER
ENVIRONMENTAL LAW OR OCCUPATIONAL SAFETY AND HEALTH LAW;
(C)
FINANCIAL RESPONSIBILITY UNDER ENVIRONMENTAL LAW OR OCCUPATIONAL
SAFETY AND HEALTH LAW FOR CLEANUP COSTS OR CORRECTIVE ACTION, INCLUDING ANY
INVESTIGATION, CLEANUP, REMOVAL, CONTAINMENT, OR OTHER REMEDIATION OR RESPONSE
ACTIONS ("CLEANUP") REQUIRED BY APPLICABLE ENVIRONMENTAL LAW OR OCCUPATIONAL
SAFETY AND HEALTH LAW (WHETHER OR NOT SUCH CLEANUP HAS BEEN REQUIRED OR
REQUESTED BY ANY GOVERNMENTAL BODY OR ANY OTHER PERSON) AND FOR ANY NATURAL
RESOURCE DAMAGES; OR
(D)
ANY OTHER COMPLIANCE, CORRECTIVE, INVESTIGATIVE, OR REMEDIAL
MEASURES REQUIRED UNDER ENVIRONMENTAL LAW OR OCCUPATIONAL SAFETY AND HEALTH LAW.
7
(E)
THE TERMS "REMOVAL," "REMEDIAL," AND "RESPONSE ACTION," INCLUDE
THE TYPES OF ACTIVITIES COVERED BY THE UNITED STATES COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. 9601 ET SEQ., AS AMENDED
("CERCLA").
"Environmental Law" means any Legal Requirement that requires or relates to:
(A)
ADVISING APPROPRIATE AUTHORITIES, EMPLOYEES, AND THE PUBLIC OF
INTENDED OR ACTUAL RELEASES OF POLLUTANTS OR HAZARDOUS SUBSTANCES OR MATERIALS,
VIOLATIONS OF DISCHARGE LIMITS, OR OTHER PROHIBITIONS AND OF THE COMMENCEMENTS
OF ACTIVITIES, SUCH AS RESOURCE EXTRACTION OR CONSTRUCTION, THAT COULD HAVE
SIGNIFICANT IMPACT ON THE ENVIRONMENT;
(B)
PREVENTING OR REDUCING TO ACCEPTABLE LEVELS THE RELEASE OF
POLLUTANTS OR HAZARDOUS SUBSTANCES OR MATERIALS INTO THE ENVIRONMENT;
(C)
REDUCING THE QUANTITIES, PREVENTING THE RELEASE, OR MINIMIZING THE
HAZARDOUS CHARACTERISTICS OF WASTES THAT ARE GENERATED;
(D)
ASSURING THAT PRODUCTS ARE DESIGNED, FORMULATED, PACKAGED, AND
USED SO THAT THEY DO NOT PRESENT UNREASONABLE RISKS TO HUMAN HEALTH OR THE
ENVIRONMENT WHEN USED OR DISPOSED OF;
(E)
PROTECTING THE ENVIRONMENT, NATURAL RESOURCES, SPECIES, OR
ECOLOGICAL AMENITIES;
(F)
REDUCING TO ACCEPTABLE LEVELS THE RISKS INHERENT IN THE
TRANSPORTATION OF HAZARDOUS SUBSTANCES, POLLUTANTS, OIL, OR OTHER POTENTIALLY
HARMFUL SUBSTANCES;
(G)
CLEANING UP POLLUTANTS THAT HAVE BEEN RELEASED, PREVENTING THE
THREAT OF RELEASE, OR PAYING THE COSTS OF SUCH CLEAN UP OR PREVENTION; OR
(H)
MAKING RESPONSIBLE PARTIES PAY PRIVATE PARTIES, OR GROUPS OF THEM,
FOR DAMAGES DONE TO THEIR HEALTH OR THE ENVIRONMENT, OR PERMITTING
SELF-APPOINTED REPRESENTATIVES OF THE PUBLIC INTEREST TO RECOVER FOR INJURIES
DONE TO PUBLIC ASSETS.
"ERISA" means the Employee Retirement Income Security Act of 1974 or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law.
"Escrow Account" shall have the meaning defined in Section 2.7 hereof.
"Escrow Agent" means Citizens Bank.
8
"Escrow Agreement" means the agreement with the Escrow Agent as set forth in
Exhibit 2.7 hereof.
"Escrow Fund" shall have the meaning defined in Section 2.7 hereof.
"Facilities" means any real property, leaseholds, or other interests currently
or formerly owned or operated by Gish and any buildings, plants, structures, or
equipment (including motor vehicles, tank cars, and rolling stock) owned or
operated by Gish.
"FDA" means the United States Food and Drug