Common use of Control of Remedial Action Clause in Contracts

Control of Remedial Action. The Buyer Indemnified Persons shall conduct and control any Remedial Action, provided that, the holders at Closing of the Company Common Stock and Company Warrants shall have the right, but not the obligation, to take control of a Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify the Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are entitled to indemnification with respect to such Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by the Buyer Indemnified Persons has exceeded the Basket, but the maximum liability of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (i) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursue, and expeditiously complete the Remedial Action, subject to the schedules and approvals required by the applicable governmental authority, (iii) conduct all activities in accordance with Environmental Laws and in a manner that does not unreasonably interfere with the day-to-day operation of the relevant Real Property, and (iv) minimize damage to such Real Property. If the party undertaking control fails to comply with any of the foregoing provisions, the other party shall be entitled to assume control of the Remedial Action. The party not controlling the Remedial Action shall be entitled, at its sole cost and expense, to reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies of all reports, workplans and analytical data and other documents submitted to or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, and the opportunity to consult with the party controlling the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to the extent that the Remedial Action (1) achieves compliance with applicable Environmental Laws, including all action levels, cleanup standards, and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, of the Real Property.

Control of Remedial Action. The Buyer Indemnified Persons shall conduct (a) In the event that the transactions contemplated by this Agreement trigger any investigative or remedial obligations under Environmental Laws with respect to the Properties, including any responsibility under the Connecticut Real Property Transfer Act and control any Remedial Action, provided thatthe New Jersey Industrial Site Recovery Act, the holders at Closing Company shall have responsibility for the discharge of such obligations; provided that Losses incurred by the Company to discharge any such obligation -------- shall be subject to the indemnification by the Sellers to the extent provided in this Article 8. (b) Until exhaustion of the Minimum Amount established by Section 12.1(c)(i), the Company Common Stock and Company Warrants shall have the right, but not the obligation, exclusive right to take manage and control of a all Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify Actions for which the Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are would be entitled to indemnification (but for the Section 12.1(c) basket), and to negotiate with and fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by matter; provided that the Buyer Indemnified Persons has exceeded shall keep the Basket, but the maximum liability Sellers' -------- Representative informed of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (i) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursueall material developments, and expeditiously complete provided further the Sellers' Representative (or its designee) shall have the right to attend and observe negotiations/ meetings with relevant Governmental Entities. (c) The Sellers shall have the exclusive right to manage and control all Remedial ActionActions for which the Buyer is fully indemnified hereunder and to negotiate with any fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided that such -------- remediation (and any settlement, subject to the schedules and approvals required by the applicable governmental authority, (iiiagreement or ongoing obligations imposed in connection therewith) conduct all activities in accordance with Environmental Laws and in a manner that does shall not unreasonably interfere with the day-to-day operation Buyer's or the Company's use of the relevant Real PropertyProperties, and (iv) minimize damage provided further, that the Buyer shall have -------- ------- the right to such Real Property. If attend and observe negotiations/meetings with relevant Governmental Entities and participate in any negotiations with respect to operational or use restrictions; provided further, that the party undertaking control fails Buyer shall have the right to comply with any of the foregoing provisions, the other party shall be entitled to assume take -------- ------- control of any Remedial Actions if (i) the Remedial Action. The party not controlling Sellers fail to diligently conduct the Remedial Action shall be entitled, at its sole cost and expense, to reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies in light of all reports, workplans and analytical data and other documents submitted to an order or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, directive of a Governmental Entity and the opportunity Sellers fail to consult with implement the party controlling same within 30 days of receipt of notice from the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to Buyer or the extent Company or (ii) the Buyer reasonably determines that the Remedial Action (1) achieves compliance with applicable Environmental LawsSellers are failing to adequately protect the environment, human health or safety, including all action levels, cleanup standards, the health and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, safety of the Real PropertyCompany's employees.

Control of Remedial Action. The Buyer Indemnified Persons shall conduct (a) In the event that the transactions contemplated by this Agreement trigger any investigative or remedial obligations under Environmental Laws with respect to the Properties, including any responsibility under the Connecticut Real Property Transfer Act and control any Remedial Action, provided thatthe New Jersey Industrial Site Recovery Act, the holders at Closing Company shall have responsibility for the discharge of such obligations; provided that Losses incurred by the Company to discharge any such obligation -------- shall be subject to the indemnification by the Sellers to the extent provided in this Article 8. (b) Until exhaustion of the Minimum Amount established by Section 12.1(c)(i), the Company Common Stock and Company Warrants shall have the right, but not the obligation, exclusive right to take manage and control of a all Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify the Actions for which Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are would be entitled to indemnification (but for the Section 12.1(c) basket), and to negotiate with and fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided Buyer shall keep the Sellers' Representative informed of all -------- material developments, and provided further the Sellers' Representative (or its designee) shall have the right to attend and observe negotiations/ meetings with relevant Governmental Entities. (c) The Sellers shall have the exclusive right to manage and control all Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by Actions for which the Buyer Indemnified Persons has exceeded the Basketis fully indemnified hereunder and to negotiate with any fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided that such -------- remediation (and any settlement, but the maximum liability of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (iagreement or ongoing obligations imposed in connection therewith) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursue, and expeditiously complete the Remedial Action, subject to the schedules and approvals required by the applicable governmental authority, (iii) conduct all activities in accordance with Environmental Laws and in a manner that does shall not unreasonably interfere with the day-to-day operation Buyer's or the Company's use of the relevant Real PropertyProperties, and (iv) minimize damage provided further, that the Buyer shall have -------- ------- the right to such Real Property. If attend and observe negotiations/meetings with relevant Governmental Entities and participate in any negotiations with respect to operational or use restrictions; provided further, that the party undertaking control fails Buyer shall have the right to comply with any of the foregoing provisions, the other party shall be entitled to assume take -------- ------- control of any Remedial Actions if (i) the Remedial Action. The party not controlling Sellers fail to diligently conduct the Remedial Action shall be entitled, at its sole cost in light of an order or directive of a Governmental Entity and expense, Sellers fail to implement the same within 30 days of receipt of notice from the Buyer or the Company or (ii) Buyer reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies of all reports, workplans and analytical data and other documents submitted to or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, and the opportunity to consult with the party controlling the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to the extent determines that the Remedial Action (1) achieves compliance with applicable Environmental LawsSellers are failing to adequately protect the environment, human health or safety, including all action levels, cleanup standards, the health and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, safety of the Real PropertyCompany's employees.

Control of Remedial Action. The Buyer Indemnified Persons shall conduct (a) In the event that the transactions contemplated by this Agreement trigger any investigative or remedial obligations under Environmental Laws with respect to the Properties, including any responsibility under the Connecticut Real Property Transfer Act and control any Remedial Action, provided thatthe New Jersey Industrial Site Recovery Act, the holders at Closing Company shall have responsibility for the discharge of such obligations; provided that Losses incurred by the -------- Company to discharge any such obligation shall be subject to the indemnification by the Sellers to the extent provided in this Article 8. (b) Until exhaustion of the basket established by Section 12.1(c), the Company Common Stock and Company Warrants shall have the right, but not the obligation, exclusive right to take manage and control of a all Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify the Actions for which Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are would be entitled to indemnification (but for the Section 12.1(c) basket), and to negotiate with and fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided Buyer shall keep the Sellers' Representative informed of all -------- material developments, and provided further the Sellers' Representative (or its designee) shall have the right to attend and observe negotiations/ meetings with relevant Governmental Entities. (c) The Sellers shall have the exclusive right to manage and control all Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by Actions for which the Buyer Indemnified Persons has exceeded the Basketis fully indemnified hereunder and to negotiate with any fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided that such -------- remediation (and any settlement, but the maximum liability of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (iagreement or ongoing obligations imposed in connection therewith) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursue, and expeditiously complete the Remedial Action, subject to the schedules and approvals required by the applicable governmental authority, (iii) conduct all activities in accordance with Environmental Laws and in a manner that does shall not unreasonably interfere with the day-to-day operation Buyer's or the Company's use of the relevant Real PropertyProperties, and (iv) minimize damage provided further, that the Buyer shall -------- ------- have the right to such Real Property. If attend and observe negotiations/meetings with relevant Governmental Entities and participate in any negotiations with respect to operational or use restrictions; provided further, that the party undertaking control fails Buyer shall have -------- ------- the right to comply with any of the foregoing provisions, the other party shall be entitled to assume take control of any Remedial Actions if (i) the Remedial Action. The party not controlling Sellers fail to diligently conduct the Remedial Action shall be entitled, at its sole cost in light of an order or directive of a Governmental Entity and expense, Sellers fail to implement the same within 30 days of receipt of notice from the Buyer or the Company or (ii) Buyer reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies of all reports, workplans and analytical data and other documents submitted to or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, and the opportunity to consult with the party controlling the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to the extent determines that the Remedial Action (1) achieves compliance with applicable Environmental LawsSellers are failing to adequately protect the environment, human health or safety, including all action levels, cleanup standards, the health and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, safety of the Real PropertyCompany's employees.

Control of Remedial Action. The Buyer Indemnified Persons shall conduct (a) In the event that the transactions contemplated by this Agreement trigger any investigative or remedial obligations under Environmental Laws with respect to the Properties, including any responsibility under the Connecticut Real Property Transfer Act and control any Remedial Action, provided thatthe New Jersey Industrial Site Recovery Act, the holders at Closing Company shall have responsibility for the discharge of such obligations; provided that -------- Losses incurred by the Company to discharge any such obligation shall be subject to the indemnification by the Sellers to the extent provided in this Article 8. (b) Until exhaustion of the Minimum Amount established by Section 12.1(c)(i), the Company Common Stock and Company Warrants shall have the right, but not the obligation, exclusive right to take manage and control of a all Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify Actions for which the Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are would be entitled to indemnification (but for the Section 12.1(c) basket), and to negotiate with and fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by matter; provided that the Buyer Indemnified Persons has exceeded shall keep the Basket, but the maximum liability Sellers' Representative informed -------- of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (i) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursueall material developments, and expeditiously complete provided further the Sellers' Representative (or its designee) shall have the right to attend and observe negotiations/ meetings with relevant Governmental Entities. (c) The Sellers shall have the exclusive right to manage and control all Remedial ActionActions for which the Buyer is fully indemnified hereunder and to negotiate with any fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided that such remediation (and any settlement, subject to the schedules and approvals required by the applicable governmental authority, (iiiagreement -------- or ongoing obligations imposed in connection therewith) conduct all activities in accordance with Environmental Laws and in a manner that does shall not unreasonably interfere with the day-to-day operation Buyer's or the Company's use of the relevant Real PropertyProperties, and (iv) minimize damage provided further, that the Buyer shall have -------- ------- the right to such Real Property. If attend and observe negotiations/meetings with relevant Governmental Entities and participate in any negotiations with respect to operational or use restrictions; provided further, that the party undertaking control fails Buyer -------- ------- shall have the right to comply with any of the foregoing provisions, the other party shall be entitled to assume take control of any Remedial Actions if (i) the Remedial Action. The party not controlling Sellers fail to diligently conduct the Remedial Action shall be entitled, at its sole cost in light of an order or directive of a Governmental Entity and expense, Sellers fail to implement the same within 30 days of receipt of notice from the Buyer or the Company or (ii) the Buyer reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies of all reports, workplans and analytical data and other documents submitted to or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, and the opportunity to consult with the party controlling the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to the extent determines that the Remedial Action (1) achieves compliance with applicable Environmental LawsSellers are failing to adequately protect the environment, human health or safety, including all action levels, cleanup standards, the health and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, safety of the Real PropertyCompany's employees.

Control of Remedial Action. The Buyer Indemnified Persons shall conduct (a) In the event that the transactions contemplated by this Agreement trigger any investigative or remedial obligations under Environmental Laws with respect to the Properties, including any responsibility under the Connecticut Real Property Transfer Act and control any Remedial Action, provided thatthe New Jersey Industrial Site Recovery Act, the holders at Closing Company shall have responsibility for the discharge of such obligations; provided that Losses incurred by the Company to discharge any such obligation -------- shall be subject to the indemnification by the Sellers to the extent provided in this Article 8. (b) Until exhaustion of the Minimum Amount established by Section 12.1(c)(i), the Company Common Stock and Company Warrants shall have the right, but not the obligation, exclusive right to take manage and control of a all Remedial Action under circumstances when the holders at Closing of the Company Common Stock and Company Warrants are obligated to indemnify Actions for which the Buyer Indemnified Persons for 100 percent (100%) of the Damages relating to such Remedial Action (i.e. when Buyer Indemnified Persons are would be entitled to indemnification (but for the Section 12.1(c) basket), and to negotiate with and fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such Remedial Action pursuant to Section 8.2(a)(i) and the cumulative total of the Damages suffered by matter; provided that the Buyer Indemnified Persons has exceeded shall keep the Basket, but the maximum liability Sellers' -------- Representative informed of the holders at Closing of the Company Common Stock and Company Warrants has not exceeded the Maximum Amount). The party undertaking control of the Remedial Action shall: (i) manage the matter in good faith and in a responsible manner, (ii) promptly undertake, diligently pursueall material developments, and expeditiously complete provided further the Sellers' Representative (or its designee) shall have the right to attend and observe negotiations/ meetings with relevant Governmental Entities. (c) The Sellers shall have the exclusive right to manage and control all Remedial ActionActions for which the Buyer is fully indemnified hereunder and to negotiate with any fulfill any requirements of or claims by a Governmental Entity or other Person with respect to any such matter; provided that such -------- remediation (and any settlement, subject to the schedules and approvals required by the applicable governmental authority, (iiiagreement or ongoing obligations imposed in connection therewith) conduct all activities in accordance with Environmental Laws and in a manner that does shall not unreasonably interfere with the day-to-day operation Buyer's or the Company's use of the relevant Real PropertyProperties, and (iv) minimize damage provided further, that the Buyer shall have the right to such Real Property. If attend -------- ------- and observe negotiations/meetings with relevant Governmental Entities and participate in any negotiations with respect to operational or use restrictions; provided further, that the party undertaking control fails Buyer shall have the right to comply with any of the foregoing provisions, the other party shall be entitled to assume take control of any -------- ------- Remedial Actions if (i) the Remedial Action. The party not controlling Sellers fail to diligently conduct the Remedial Action shall be entitled, at its sole cost in light of an order or directive of a Governmental Entity and expense, Sellers fail to implement the same within 30 days of receipt of notice from the Buyer or the Company or (ii) the Buyer reasonably monitor the Remedial Action. Such monitoring shall include the right to receive copies of all reports, workplans and analytical data and other documents submitted to or received from governmental authorities, the opportunity to attend meetings between the party controlling the Remedial Action and governmental authorities, and the opportunity to consult with the party controlling the Remedial Action. A Remedial Action shall be deemed to have been adequately completed, resolved, and discharged to the extent determines that the Remedial Action (1) achieves compliance with applicable Environmental LawsSellers are failing to adequately protect the environment, human health or safety, including all action levels, cleanup standards, the health and exposure limits promulgated thereunder, consistent with Section 8.4(d) above, (2) satisfies and discharges the requirements of any order or requirement of any applicable governmental authority, (3) settles and resolves any related Asserted Liability, (4) with respect to Leased Real Property, satisfies the requirements under the lease agreement pertaining to such Leased Real Property, and (5) does not unreasonably interfere with continued industrial or warehouse use, as the case may be, safety of the Real PropertyCompany's employees.