Costs of Remediation. The Third Party Environmental Consultant thereafter shall prepare an estimate of the Costs of Remediation for review by Buyer and Seller within seven days after the Clean-up Levels have been established in accordance with paragraph (c) above. Buyer and Seller shall have an opportunity to review and comment in writing (with copies to the other party) upon the Third Party Environmental Consultant's estimates of the Costs of Remediation. Buyer or Seller may communicate with the Third Party Environmental Consultant only after providing reasonable notice to and allowing the other party to participate in such communication; provided, however, that the Third Party Environmental Consultant's final estimate of the Costs of Remediation shall be binding upon the parties. The cost of the Third Party Environmental Consultant's preparation of the estimate of the Costs of Remediation shall be borne equally by Buyer and Seller.
Costs of Remediation. Without limiting any indemnity provisions contained herein this Article 17. Tenant shall be responsible to pay for. or reimburse Landlord for, the cost of any investigations, studies, cleanup or corrective action initiated or undertaken by Landlord which is proven to be solely on account of any action or inaction of Tenant in violation of any Environmental Laws at or affecting the Premises or any other part of the Property, or by reason of any other act or omission of Tenant in breach of this Lease.
Costs of Remediation. Although the exact nature, scope, or costs of the necessary remediation are not yet known, and will not be known until the DTSC Work Plan is approved and the remediation work is completed, the Parties have agreed on the general parameters for sharing the costs of remediation and the responsible parties for performing the remediation work. In particular, the Parties anticipate that the scope of the remediation work will include excavation and appropriate removal of contaminated soil along with the installation of a vapor barrier. Since the scope of the necessary remediation work depends, in part, upon the design of the Proposed Project, and since the Proposed Project and the necessary remediation are both likely to involve excavation, the Parties anticipate that the necessary work will be performed by Buyer Post-Closing and that Buyer shall be the “work party” under any DTSC Work Plan and/or order. The Parties in turn will adjust the Purchase Price to reflect the estimated cost of such work above a certain level. In particular, the Purchase Price paid at Closing shall be adjusted downward by that portion of the estimated cost of remediation (as determined below) that exceeds Three Hundred Thousand and 00/100 Dollars ($300,000.00) up to Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Remediation Cap”). If it is reasonably determined by Buyer that the Remediation Estimate (defined below) will exceed the Remediation Cap, Buyer may elect to terminate this Agreement in accordance with Section 8.1, unless Buyer chooses to close the transaction with no adjustment in the Purchase Price for the costs in excess of the Remediation Cap, in which case Buyer shall be responsible for any remediation costs in excess of the Remediation Cap. Buyer acknowledges that the Purchase Price has been negotiated in consideration of Buyer’s responsibility for the first Three Hundred Thousand Dollars ($300,000.00) in remediation costs, and, as such, Seller shall be entitled to retain 100% of any cost recovery or contribution, or any other like remedy, from any third party who has any liability for any portion of the environmental conditions necessitating the remediation.
