Ashland Special Environmental Projects Sample Clauses

Ashland Special Environmental Projects. Ashland shall take, or cause to be taken, at its sole expense and as soon as reasonably practical, all Special Environmental Projects set forth on Schedule 7.2(k) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter in accordance with the terms and provisions set forth thereon, with such immaterial changes (taken in the aggregate) to the Special Environmental Projects that are the subject of ongoing negotiations with the National Enforcement Investigation Center of the United States Environmental Protection Agency that are agreed to by the National Enforcement Investigation Center of the United States Environmental Protection Agency. The obligations of Ashland under this Section 7.2(k) with respect to a Special Environmental Project shall terminate upon the earlier to occur of the completion of such Special Environmental Project to the satisfaction of the appropriate Governmental Authority and the occurrence of a Termination Event with respect to such Special Environmental Project. It is expressly understood and agreed that neither the Company nor Marathon will be entitled to assert that the conditions that are the subject of a Special Environmental Project constitute a breach of any of Ashland’s representations and warranties contained in Article VI. To the extent that the Company manages the performance of such actions, it shall act with the same degree of diligence and care that it would exercise if performing such actions at its sole expense and shall use commercially reasonable best efforts to complete the project at the lowest overall obtainable cost consistent with the scope of the project. The Company shall not engage any independent contractors related to the performance of any Special Environmental Project without the prior written consent of Ashland, which shall not unreasonably be withheld. Ashland shall have the right to direct and control all discussions, negotiations and proceedings with Governmental Authorities, including the right, after notice to and consultation with the Company, to settle or otherwise resolve any Environmental Violation giving rise to or forming part of such Special Environmental Project; provided, that Ashland may not enter into any such settlement or resolution that would reasonably be expected to have a Material Adverse Effect on the Company’s Business without the prior written consent of the Company, which consent will not be unreasonably withheld. Ashland shall offer the Company the opportunit...