Common use of Buyer’s Responsibility for Review Clause in Contracts

Buyer’s 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 become the sole property and possession of Buyer and will be managed consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authorities. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets substantially to their original condition, 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Environmental Review 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 counsel with copies of any 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 the same. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities arising out of any violation by Buyer, the Environmental Consultant, or Buyer’s or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s or the Environmental Consultant’s inspection or testing of the Assets or handling any substances or samples in connection therewith, regardless of any concurrent negligence or strict liability on the part of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation.

Buyer’s 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 become the sole property and possession of Buyer and will be managed consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authorities. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets substantially to their original condition, 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Environmental Review strictly confidential and shall not disclose the same to any third person other than potential lenders, investors or joint venture partners facilitating Buyer’s purchase hereunder without the prior written consent of Seller, except to the extent required by law. Buyer shall provide Seller’s counsel with copies of any 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 the same. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities arising out of any violation by Buyer, the Environmental Consultant, or Buyer’s or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s or the Environmental Consultantenvironmental consultant’s negligent inspection or testing of the Assets or handling of any substances or samples in connection therewith, regardless of therewith unless or to the extent that any concurrent such liability is due to the negligence or strict liability on the part willful misconduct of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulationSeller.

Buyer’s Responsibility for Review. In connection with Buyer’s Environmental Review, Buyer agrees that Buyer, the Environmental Consultant Buyer and Buyer’s employees, agents and contractors its representatives or consultants 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 become the sole property and possession of Buyer and will be managed consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authorities. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets to substantially to their original conditionthe 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors representatives or consultant to maintain all information obtained by Buyer pursuant to the Buyer’s Environmental Review as strictly confidential and shall not disclose the same to any third person party without the prior written consent of SellerSeller which shall not be unreasonably withheld, except to the extent required by law. Buyer shall provide Seller’s counsel Seller or its representatives with copies of any final written reports prepared and analytical test tests results received by Buyer or the Environmental Consultant promptly following Buyer’s or the Environmental Consultant’s its representatives’ or consultants’ preparation or receipt of the same. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities 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, the Environmental Consultant, Buyer or Buyer’s representatives or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole subsection 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 therewithon behalf of Buyer, regardless of any concurrent negligence or strict liability on the part of Seller including, without limitation, claims for personal injuries, property damage and its officersreasonable attorneys’ fees and expenses, directors, employees and agents and regardless of the form of claim and whether at common law, strict liability, negligence or under any statute or regulation. However, except to the extent such inspections or testings cause or create a material 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 the responsibilities of the parties with respect to any Environmental Defect.

Buyer’s Responsibility for Review. In connection with Buyer’s the Environmental Review, Buyer agrees Buyers agree that BuyerBuyers, the Environmental Consultant and Buyer’s the employees, agents and contractors of each Buyer shall comply with all laws Laws and shall exercise due reasonable 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, BuyerBuyers, the Environmental Consultant and Buyer’s the employees, agents and contractors of each Buyer shall handle such waste or substances in accordance with all lawsLaws. Any soil or water samples taken by Buyer Buyers from the Assets shall become the sole property and possession responsibility of Buyer Buyers and will be managed consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and any other applicable governmental authoritiesGovernmental Authority with regulatory authority. Promptly after completing Buyer’s the Environmental Review, Buyer Buyers shall, at its their sole cost and expense, restore the Assets substantially to their original condition, in accordance with good engineering practice, if changed damaged due to Buyer’s the Environmental Review. Failure by Buyer Buyers to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller to take any action deemed reasonably necessary or appropriate by Seller to correct such failure, all at Buyer’s Buyers’ expense. Prior to Closing, Buyer Buyers shall maintain and shall cause its partners, their respective officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s the Environmental Review strictly confidential and shall not disclose the same to any third person Person without the prior written consent of Seller, except to the extent required by lawLaw. Buyer Buyers shall provide Seller’s counsel with copies of any reports prepared and analytical test results received by Buyer Buyers or the Environmental Consultant promptly following Buyer’s or the Environmental Consultant’s Buyers’ preparation or receipt of the same. Buyer does Buyers do hereby indemnify and hold harmless, release and agree to defend the Seller and its officers, directors, employees and agents Indemnified Persons from and against any and all liabilities Covered Liabilities, including all Environmental Liabilities, to the extent arising out of any violation by BuyerBuyers, Buyers’ outside legal counsel, the Environmental Consultant, or BuyerBuyers’, Buyers’ outside legal counsel’s or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s Buyers’ or the Environmental Consultant’s inspection or testing of the Assets or handling any substances or samples in connection therewith, regardless REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF ANY SELLER INDEMNIFIED PERSON AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, BUT EXCLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON. Notwithstanding any other provision hereof, under no circumstances shall Buyers’ discovery during the Environmental Review of any concurrent negligence Hazardous Materials or strict liability on violations of Environmental Law that may be present at any location assessed hereunder be deemed to have caused or given rise to any Environmental Liabilities simply because such Hazardous Materials were discovered by Buyers or brought to Seller’s attention in connection with the part of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulationEnvironmental Review.

Buyer’s Responsibility for Review. In connection with Buyer’s Environmental Review, Buyer agrees that Buyer, the Environmental Consultant Buyer 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 substancesHazardous Substances, if any, discovered during the inspection of the Assets, Buyer, the Environmental Consultant Buyer 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 consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authoritiesGovernmental Authority. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets substantially to their original condition, 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Environmental Review 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 counsel with copies of any reports prepared and analytical test results received by Buyer or the Environmental Consultant Buyer’s consultants promptly following Buyer’s or the Environmental Consultantsuch consultant’s preparation or receipt of the same. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities arising out of any violation by Buyer, the Environmental Consultant, its consultants or Buyer’s or the Environmental Consultant’s their officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s or the Environmental Consultant’s their inspection or testing of the Assets or handling any substances or samples in connection therewith, regardless of any concurrent negligence or strict liability on the part of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation.

Buyer’s 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 become the sole property and possession of Buyer and will be managed consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authorities. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets substantially to their original condition, 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Environmental Review 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 counsel with copies of any 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 the same. Seller and Seller’s counsel shall maintain all such reports and tests in confidence unless and until such time as this Agreement shall terminate without Closing. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities arising out of any violation by Buyer, the Environmental Consultant, or Buyer’s or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s or the Environmental Consultant’s inspection or testing of the Assets or handling any substances or samples in connection therewith, regardless of any concurrent negligence or strict liability on the part of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation.

Buyer’s Responsibility for Review. In connection with Buyer’s Environmental Review, Buyer agrees that Buyer, the Environmental Consultant and Buyer’s and its affiliates’ 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 and its affiliates’ 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 consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency and other applicable governmental authorities. Promptly after completing Buyer’s Environmental Review, Buyer shall, at its sole cost and expense, restore the Assets substantially to their original condition, 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 to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s expense. Prior to Closing, Buyer shall maintain and shall cause its partners, officers, directors, employees, agents, representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Environmental Review 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 counsel with copies of any 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 the same. Buyer does hereby indemnify and hold harmless, release and agree to defend Seller and its officers, directors, employees and agents from and against any and all liabilities arising out of any violation by Buyer, the Environmental Consultant, or Buyer’s ’s, its affiliates’ or the Environmental Consultant’s officers, directors, employees, agents, representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section or, in whole or in part, from Buyer’s or the Environmental Consultant’s inspection or testing of the Assets or handling any substances or samples in connection therewith, regardless of any concurrent negligence or strict liability on the part of Seller and its officers, directors, employees and agents and regardless of the form of claim whether at common law, strict liability, negligence or under any statute or regulation.

Buyer’s Responsibility for Review. In connection with Buyer’s Buyers' Environmental Review, Buyer agrees Buyers agree that BuyerBuyers, the Environmental Consultant and Buyer’s Buyers' employees, agents and contractors shall comply with all laws Laws and any reasonable restrictions imposed by Seller, including restrictions related to worker safety, and shall exercise due care with respect to the Assets and the Company's 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 and the Company's Assets, BuyerBuyers, the Environmental Consultant and Buyer’s Buyers' employees, agents and contractors shall handle such waste or substances in accordance with all lawsLaws. Any soil or water samples taken by Buyer Buyers from the Assets or the Company's Assets shall become the sole property and possession of Buyer Buyers and will be managed and disposed of consistent with the applicable rules and regulations of the U.S. Environmental Protection Agency EPA and other applicable governmental authoritiesGovernmental Authority with regulatory authority. Promptly after completing Buyer’s Environmental Reviewany sampling approved in writing by Seller, Buyer Buyers shall, at its their sole cost and expense, remove and dispose of in compliance with all Laws all drill cuttings, soil, debris or liquids generated from or in connection with Buyers' Environmental Review and restore the Assets substantially and the Company's Assets to their original condition, in accordance with good engineering practicepractice and all Laws, if changed due to Buyer’s Buyers' Environmental Review. Failure by Buyer Buyers to comply with the requirements of this subsection within a reasonable time period will entitle (but shall not obligate) Seller to take any action deemed necessary or appropriate by Seller to correct such failure, all at Buyer’s Buyers' expense. Prior to Closing, Buyer Buyers shall maintain and shall cause its partners, officers, directors, employees, agents, representativestheir Representatives, contractors, consultants and advisors to maintain all information obtained pursuant to Buyer’s Buyers' Environmental Review strictly confidential and shall not disclose the same to any third person Person without the prior written consent of Seller, except to the extent required by lawLaw. Buyer Buyers shall provide Seller’s 's counsel with copies of any reports prepared and analytical test results received by Buyer Buyers or the Environmental Consultant promptly following Buyer’s Buyers' or the Environmental Consultant’s 's preparation or receipt of the same. Buyer does Buyers, jointly and severally, do hereby indemnify and hold harmless, release and agree to defend the Seller and its officers, directors, employees and agents Indemnitees from and against any and all liabilities Covered Liabilities, including all Environmental Liabilities, arising out of any violation by BuyerBuyers, the Environmental Consultant, or Buyer’s Buyers' or the Environmental Consultant’s officers, directors, employees, agents, representatives's Representatives, contractors, consultants and advisors of any Environmental Law, the provisions of this Section 6.1 or, in whole or in part, from Buyer’s Buyers' or the Environmental Consultant’s 's inspection or testing of the Assets and the Company's Assets or handling any substances or samples in connection therewith, regardless REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY ON THE PART OF SELLER OR ANY OTHER SELLER INDEMNITEE AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION. For the avoidance of any concurrent negligence or strict doubt, Buyers' obligation for indemnification under this Section 6.1 shall not be construed to impose liability on the part of Seller and its officers, directors, employees and agents and regardless Buyers solely as a result of the form discovery of claim whether at common law, strict liability, negligence or under any statute or regulationEnvironmental Conditions in the course of Buyers' inspection of the Assets pursuant to this Section 6.1.