Common use of Buyer Responsibility for Review Clause in Contracts

Buyer Responsibility for Review. In connection with Buyer's ------------------------------- Environmental Review, Buyer agrees that Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall comply with all Laws and shall exercise due care with respect to the Assets and their condition, taking into consideration the characteristics of any wastes or substances found thereon, and in light of all relevant facts and circumstances. Specifically, but without limitation, when handling solid waste or hazardous substances, if any, discovered during the inspection of the Assets, Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall handle such waste or substances in accordance with all Laws. Any soil or water samples taken by Buyer from the Assets shall be managed by Buyer consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and applicable state agencies with regulatory authority, provided, the Company shall be identified as the generator of such samples. Promptly after completing Buyer's Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets to substantially the same condition the Assets were in at the time of Buyer's entry thereon, in accordance with good engineering practice, if changed due to Buyer's Environmental Review. Failure by Buyer to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller or the Company to take any action deemed necessary or appropriate by Seller or the Company to correct such failure after written notice to Buyer, all at Buyer's expense. Buyer shall maintain and shall cause its officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors to maintain all information obtained by Buyer and the Environmental Consultant pursuant to the Buyer's Environmental Review as strictly confidential and shall not disclose same to any third Person without the prior written consent of Seller, except to the extent required by Law. Buyer shall provide Seller's counsel with copies of any final written reports prepared and analytical test results received by Buyer or the Environmental Consultant promptly following Buyer's or the Environmental Consultant's preparation or receipt of same. Buyer does hereby indemnify and hold harmless, release and agree to defend the Seller Indemnified Parties and the Company from and against any and all losses, costs, damages, obligations, claims, liabilities, expenses and causes of action, including all Environmental Liabilities, to the extent arising out of any violation by Buyer or Buyer's officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors of the provisions of this subsection or from the inspection or testing of the Assets conducted by or on behalf of Buyer, including, without limitation, claims for personal injuries, property damage and reasonable attorney's fees and expenses, regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation. However, except to the extent such inspections or testings materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections and testings, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defect.

Buyer Responsibility for Review. In connection with Buyer's ------------------------------- Environmental Review, Buyer agrees that Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall comply with all Laws and shall exercise due care with respect to the Assets and their condition, taking into consideration the characteristics of any wastes or substances found thereon, and in light of all relevant facts and circumstances. Specifically, but without limitation, when handling solid waste or hazardous substances, if any, discovered during the inspection of the Assets, Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall handle such waste or substances in accordance with all Laws. Any soil or water samples taken by Buyer from the Assets shall be managed by Buyer consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and applicable state agencies with regulatory authority, provided, the Company shall be identified as the generator of such samples. Promptly after completing Buyer's Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets to substantially the same condition the Assets were in at the time of Buyer's entry thereon, in accordance with good engineering practice, if changed due to Buyer's Environmental Review. Failure by Buyer to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller or the Company to take any action deemed necessary or appropriate by Seller or the Company to correct such failure after written notice to Buyer, all at Buyer's expense. Buyer shall maintain and shall cause its officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors to maintain all information obtained by Buyer and the Environmental Consultant pursuant to the Buyer's Environmental Review as strictly confidential and shall not disclose same to any third Person without the prior written consent of Seller, except to the extent required by Law. Buyer shall provide Seller's counsel with copies of any final written reports prepared and analytical test results received by Buyer or the Environmental Consultant promptly following Buyer's or the Environmental Consultant's preparation or receipt of same. Buyer does hereby indemnify and hold harmless, release and agree to defend the Seller Indemnified Parties and the Company from and against any and all losses, costs, damages, obligations, claims, liabilities, expenses and causes of action, including all Environmental Liabilities, to the extent arising out of any violation by Buyer or Buyer's officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors of the provisions of this subsection or from the inspection or testing of the Assets conducted by or on behalf of Buyer, including, without limitation, claims for personal injuries, property damage and reasonable attorney's fees and expenses, regardless of the form of claim whether at common lawREGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PARTY OR THE COMPANY AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, strict liabilitySTRICT LIABILITY, negligence or under any statute or regulationNEGLIGENCE OR UNDER ANY STATUTE OR REGULATION. However, except to the extent such inspections or testings materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections and testings, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defect.

Buyer Responsibility for Review. In connection with Buyer's ------------------------------- Environmental Review, Buyer agrees that Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall comply with all Laws and the Company's and any third party operator's safety procedures, and shall exercise due care with respect to the Assets and their condition, taking into consideration the characteristics of any wastes or substances found thereon, and in light of all relevant facts and circumstances. Specifically, but without limitation, when handling solid waste or hazardous substances, if any, discovered during the inspection of the Assets, Buyer, the Environmental Consultant and Buyer's employees, agents and contractors shall handle such waste or substances in accordance with all Laws. Any soil or water samples taken by Buyer from the Assets shall become the sole property and possession of Buyer and will be managed by Buyer consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and applicable state agencies with any Governmental Authority having regulatory authority, provided, the Company shall be identified as the generator of authority over such samplesactivities. Promptly after completing Buyer's Environmental Review, Buyer shall, at its sole cost and expense, repair any material damage to the Assets caused by Buyer's Environmental Review and restore the Assets to substantially the same condition the Assets were in at the time of Buyer's entry thereontheir previous condition, in accordance with good engineering practice, if materially changed due to Buyer's Environmental Review. Failure by Buyer to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller or the Company to take any action deemed necessary or appropriate by Seller or the Company to correct such failure after written notice to Buyer, all at Buyer's expense. Buyer shall maintain and shall cause its officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors to maintain all information obtained by Buyer and the Environmental Consultant pursuant to the Buyer's Environmental Review as strictly confidential and shall not disclose same to any third Person Person, unless required by a Governmental Authority, without the prior written consent of Seller, except to the extent required by Law. Buyer shall provide Seller's counsel with copies of any final written reports prepared and analytical test results received by Buyer or the Environmental Consultant promptly following Buyer's or the Environmental Consultant's preparation or receipt of same. Buyer does hereby indemnify and hold harmless, release and agree to defend the Seller Indemnified Parties Persons and the Company from and against any and all losses, costs, damages, obligations, claims, liabilities, expenses and causes of action, including all Environmental Liabilities, to the extent arising out of any violation by Buyer or Buyer's officers, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors of the provisions of this subsection or, to the extent arising from Buyer's or from the Environmental Consultant's inspection or testing of the Assets conducted by or on behalf of BuyerAssets, including, without limitation, including claims for personal injuries, property damage and reasonable attorney's fees and expenses, regardless of the form of claim whether at common lawREGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON OR THE COMPANY AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON OR CIVIL LAW, strict liabilitySTRICT LIABILITY, negligence or under any statute or regulation. However, except to the extent such inspections or testings materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections and testings, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental DefectNEGLIGENCE OR UNDER ANY STATUTE OR REGULATION.

Buyer Responsibility for Review. In connection with Buyer's ------------------------------- ’s Environmental Review, Buyer agrees that Buyer, the Environmental Consultant and Buyer's ’s employees, agents and contractors shall comply with all Laws and shall exercise due care with respect to the Assets and their condition, taking into consideration the characteristics of any wastes or substances found thereon, and in light of all relevant facts and circumstances. Specifically, but without limitation, when handling solid waste or hazardous substances, if any, discovered during the inspection of the Assets, Buyer, the Environmental Consultant and Buyer's ’s employees, agents and contractors shall handle such waste or substances in accordance with all Laws. Any soil or water samples taken by Buyer from the Assets shall become the sole property and possession of Buyer and will be managed by Buyer consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable state agencies Governmental Authorities with regulatory authority, provided, the Company shall be identified as the generator of such samples. Promptly after completing Buyer's ’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets to substantially the same condition the Assets were in at the time of Buyer's entry thereontheir original condition, in accordance with good engineering practice, if changed due to Buyer's ’s Environmental Review. Failure by Buyer to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller or the Company to take any action deemed necessary or appropriate by Seller or the Company to correct such failure after written notice to Buyerfailure, all at Buyer's ’s expense. Prior to Closing, Buyer shall maintain and shall cause its officers, directors, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors to maintain all information obtained by Buyer and the Environmental Consultant pursuant to the Buyer's ’s Environmental Review as strictly confidential and shall not disclose the same to any third Person without the prior written consent of Seller, except to the extent required by Law. Buyer shall provide Seller's ’s counsel with copies of any final written reports prepared and analytical test results received by Buyer or the Environmental Consultant promptly following Buyer's ’s or the Environmental Consultant's ’s preparation or receipt of the same. Buyer does hereby indemnify and hold harmless, release and agree to defend the Seller Indemnified Parties and the Company Persons from and against any and all losses, costs, damages, obligations, claims, liabilities, expenses and causes of actionCovered Liabilities, including all Environmental Liabilities, to the extent arising out of any violation by Buyer Buyer, the Environmental Consultant, or Buyer's ’s or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants (including the Environmental Consultant) and advisors of the provisions of this subsection Section or, in whole or in part, from Buyer’s or the Environmental Consultant’s inspection or testing of the Assets conducted by or handling any substances or samples in connection therewith, regardless of any concurrent negligence or strict liability on behalf the part of Buyer, including, without limitation, claims for personal injuries, property damage any Seller Indemnified Person and reasonable attorney's fees and expenses, regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation. However, except to the extent such inspections or testings materially contribute to, materially aggravate or materially adversely affect an Environmental Defect, such indemnification shall not extend to any Environmental Defect discovered in the course of such inspections and testings, shall expire upon the Closing and shall not in any way affect or limit Seller's liabilities or responsibilities with respect to any Environmental Defect.