Common use of Environmental Procedures Clause in Contracts

Environmental Procedures. The following procedures shall exclusively govern claims against the Sellers for indemnification pursuant to this Section 10.2 ("INDEMNIFIED ENVIRONMENTAL MATTERS"). (i) If a Buyer Indemnitee seeking indemnification (A) receives notice of any order, directive, decree, demand, notice of potential liability, or complaint by any governmental authority or other third party, or the commencement of any action, proceeding or investigation by any governmental authority or other third party, or (B) becomes aware of any other claim for indemnification other than a third-party claim, in each case that may result in Environmental Losses (each of the foregoing, an "ENVIRONMENTAL CLAIM"), Buyer Indemnitee shall give reasonably prompt notice thereof ("ENVIRONMENTAL CLAIM NOTICE") to the Sellers. Except as provided pursuant to Section 10.5, failure of such Buyer Indemnitee to give reasonably prompt notice pursuant to this Section 10.2(b)(i) shall not relieve the Sellers of their obligations, except to the extent that the Sellers are actually prejudiced by such failure to give notice. (ii) With respect to Environmental Claims pursuant to Section 10.2(a)(i) or 10.2(a)(ii), until such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, the Buyer Indemnitee shall undertake the defense or control of such Environmental Claim with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without the Sellers' prior written consent (which consent shall not be unreasonably withheld). After such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, Sellers shall have the right, but not the obligation, upon reasonable written notice to the Buyer Indemnitee, to assume the defense or control of any Environmental Claim with respect to any matter indemnified pursuant to Section 10.2(a)(i) or 10.2(a)(ii). If Sellers assume the defense or control of any such Environmental Claim, Sellers shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Sellers and reasonably satisfactory to the Buyer Indemnitees. The Sellers shall not compromise or settle any such Environmental Claim without the Buyer Indemnitees' prior written consent (which consent shall not be unreasonably withheld). (iii) With respect to Environmental Claims pursuant to Section 10.2(a)(iii), the Buyer Indemnitee shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without Seller's prior written consent (which consent shall not be unreasonably withheld). (iv) With respect to any Environmental Claim, the Buyer Indemnitee and Sellers agree to cooperate with and render to each other such assistance as may be reasonably requested in order to insure the proper and adequate defense or control of any Environmental Claim. (v) With respect to any matter defended or controlled by any Buyer Indemnitee, Sellers shall have the right (at its sole cost) to (A) participate in any meetings or material negotiations with any third party (excluding counsel, consultants or other experts retained by any Buyer Indemnitee) with respect to any Environmental Claim and shall be provided with reasonable advance notice of the same; (B) review in advance and provide comments on any documents proposed to be submitted to Governmental Entities or other third parties and have such comments reasonably considered by Buyer Indemnitee prior to submittal; and (C) after the Environmental Deductible Amount has been exceeded and the Deductible Amount has been exceeded (1) participate in any material decisions relating to the scope, nature and timing of the defense or control of any such Indemnified Environmental Matter (subject to the ultimate approval by Buyer Indemnitees not to be unreasonably withheld); and (2) solely with respect to any Remedial Action indemnified pursuant to Section 10.2(a)(iii), approve (with approval not unreasonably withheld) decisions relating to the scope, nature and timing of such Remedial Action which, individual or in the aggregate, involve expenditures in excess of $1 million (it being agreed that (x) the standard for such approval is the "Commercially Reasonable Manner" standard set forth in Section 10.2(d)(vi), and (Y) ANY DECISION BY SELLERS TO DENY SUCH APPROVAL SHALL BE WITHOUT PREJUDICE TO (AA) BUYER INDEMNITEES' RIGHT TO PROCEED WITH THE CONTROL OR DEFENSE OF SUCH REMEDIAL ACTION AND (BB) THE ALLOCATION, IF ANY, OF ENVIRONMENTAL LOSSES ASSOCIATED WITH SUCH REMEDIAL ACTION PURSUANT TO THE TERMS OF THIS SECTION 10). (vi) In connection with any Environmental Claim the Buyer Indemnitees or the Sellers, as the case may be, shall act in a "Commercially Reasonable Manner," which shall mean the most reasonable cost methods for investigation, remediation, removal, corrective action, containment, monitoring, other response or compliance action permitted by applicable Environmental Laws (including Environmental Laws setting forth so-called "risk-based" remediation standards, where applicable) determined based upon continued use of the Facilities in the same manner as of the Closing and from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with Environmental Laws.

Environmental Procedures. The With respect to Seller's indemnification obligations relating in any way to Environmental Laws, Materials of Environmental Concern or Environmental Liabilities, the following procedures provisions shall exclusively govern claims against the Sellers for indemnification pursuant to this Section 10.2 ("INDEMNIFIED ENVIRONMENTAL MATTERS").apply: (i) If a Buyer Indemnitee seeking indemnification such Claim relates to the release of Materials of Environmental Concern at, on or under the Facility, the necessity for investigation or remediation (A"Corrective Action") receives notice of any order, directive, decree, demand, notice of potential liabilityshall be determined pursuant to the Environmental Laws in effect at the Closing. If the Corrective Action is, or complaint by any governmental authority or other third party, or the commencement of any action, proceeding or investigation by any governmental authority or other third party, or (B) becomes aware of any other claim for indemnification other than a third-party claimmay be required, in each case that may result in Environmental Losses (each of the foregoing, an "ENVIRONMENTAL CLAIM"), Buyer Indemnitee shall give reasonably prompt notice thereof ("ENVIRONMENTAL CLAIM NOTICE") addition to the Sellers. Except as provided providing access pursuant to Section 10.510.4(e) above, failure of such Buyer Indemnitee Purchaser shall permit Seller to give reasonably prompt notice pursuant to this Section 10.2(b)(i) shall not relieve the Sellers of their obligationsconduct its own investigation, except testing or corrective action with respect to the extent that matter, at Seller's sole expense, provided such investigation, testing or corrective action does not unreasonably interfere with the Sellers are actually prejudiced by such failure to give noticeoperation of the Facility and the Acquired Business. (ii) With respect to Environmental Claims pursuant to Section 10.2(a)(i) or 10.2(a)(ii)Purchaser and Seller shall provide the other with the results, until such time as (A) Environmental Losses (other than De Minimis Losses) exceedincluding analytical data, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, the Buyer Indemnitee shall undertake the defense or control of such Environmental Claim with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without the Sellers' prior written consent (which consent shall not be unreasonably withheld). After such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, Sellers shall have the right, but not the obligation, upon reasonable written notice to the Buyer Indemnitee, to assume the defense or control of any Environmental Claim with respect to investigation or testing conducted by either of them or, if available, any matter indemnified pursuant to Section 10.2(a)(i) or 10.2(a)(ii). If Sellers assume the defense or control of any such Environmental Claim, Sellers shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Sellers and reasonably satisfactory to the Buyer Indemnitees. The Sellers shall not compromise or settle any such Environmental Claim without the Buyer Indemnitees' prior written consent (which consent shall not be unreasonably withheld)third party. (iii) With Except as may otherwise be required by Law, Purchaser shall not contact any Governmental Authority with respect to Environmental Claims pursuant to Section 10.2(a)(iii), the Buyer Indemnitee shall undertake subject matter of the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental indemnification Claim without prior notice to, and consultation with, Seller's prior written consent (which consent shall not be unreasonably withheld). (iv) With respect Purchaser shall provide Seller a reasonable opportunity to participate in any Environmental Claim, the Buyer Indemnitee and Sellers agree to cooperate discussions or negotiations with and render to each other any Governmental Authority concerning such assistance as may be reasonably requested in order to insure the proper and adequate defense or control of any Environmental Claimmatter. (v) With respect to any matter defended or controlled by any Buyer Indemnitee, Sellers shall have the right (at its sole cost) to (A) participate If Corrective Action is required in any meetings or material negotiations with any third party such matter (excluding counselpursuant to the standard above), consultants or other experts retained by any Buyer Indemnitee) with respect Purchaser shall give Seller a reasonable opportunity to any Environmental Claim develop and shall be provided with reasonable advance notice implement a plan of the same; (B) review in advance and provide comments on any documents proposed Corrective Action, such plan to be submitted to Governmental Entities or other third parties and have such comments reasonably considered by Buyer Indemnitee prior to submittal; and (C) after the Environmental Deductible Amount has been exceeded and the Deductible Amount has been exceeded (1) participate in any material decisions relating to the scope, nature and timing of the defense or control of any such Indemnified Environmental Matter (subject to the ultimate Purchaser's approval by Buyer Indemnitees (not to be unreasonably withheld); , and, if requested by Seller, reasonably cooperate with Seller in the development and (2) solely with respect to any Remedial Action indemnified pursuant to Section 10.2(a)(iii), approve (with approval not unreasonably withheld) decisions relating to the scope, nature and timing implementation of such Remedial Action which, individual or in the aggregate, involve expenditures in excess of $1 million (it being agreed that (x) the standard for such approval is the "Commercially Reasonable Manner" standard set forth in Section 10.2(d)(vi), and (Y) ANY DECISION BY SELLERS TO DENY SUCH APPROVAL SHALL BE WITHOUT PREJUDICE TO (AA) BUYER INDEMNITEES' RIGHT TO PROCEED WITH THE CONTROL OR DEFENSE OF SUCH REMEDIAL ACTION AND (BB) THE ALLOCATION, IF ANY, OF ENVIRONMENTAL LOSSES ASSOCIATED WITH SUCH REMEDIAL ACTION PURSUANT TO THE TERMS OF THIS SECTION 10)plan on a cost-effective basis. (vi) In Purchaser shall reasonably cooperate with Seller in performing such tasks as Seller and its technical professionals and representatives may reasonably request as being necessary to complete any Corrective Action being undertaken by Seller pursuant to this Agreement, with Purchaser being compensated for any expenses incurred in connection therewith (excluding Purchaser's employee time). Without limiting the scope of the foregoing, Purchaser shall cause its employees to reasonably cooperate with any Environmental Claim Seller and to afford Seller, its agents, employees and technical professionals reasonable access to relevant records relating to the Buyer Indemnitees matters which may be Seller's responsibility under this Agreement, provided that such access shall not unreasonably interfere with the operations of the Facility or the SellersAcquired Business. (vii) With respect to any Corrective Action undertaken by Seller, as Seller shall be responsible for completing such Corrective Action only to the case may be, shall act in extent necessary to obtain closure or a "Commercially Reasonable Manner,no further action" which shall mean the most reasonable cost methods for investigation, remediation, removal, corrective action, containment, monitoring, other response or compliance action permitted by applicable Environmental Laws (including Environmental Laws setting forth so-called "risk-based" remediation standards, where applicable) determined based upon continued use of the Facilities in the same manner as of the Closing and designation from the perspective of a reasonable business person acting (without regard applicable Government Authority pursuant to the availability of indemnification hereunder) to achieve compliance with applicable Environmental Laws.

Environmental Procedures. The following procedures shall exclusively govern claims against (a) Harrxx xxxees to respond on Buyer's or the Sellers Transferred Subsidiaries' behalf and defend Buyer Indemnitees with respect to Losses arising from Environmental Liabilities, or, at Harrxx' xxtion, reimburse Buyer's or the Transferred Subsidiaries' for indemnification pursuant to this Section 10.2 ("INDEMNIFIED ENVIRONMENTAL MATTERS")such Losses. (i) If a Buyer Indemnitee seeking indemnification (A) receives notice of any order, directive, decree, demand, notice of potential liability, or complaint by any governmental authority or other third party, or the commencement of any action, proceeding or investigation by any governmental authority or other third party, or (B) becomes aware of any other claim for indemnification other than a third-party claim, in each case that may result in Environmental Losses (each of the foregoing, an "ENVIRONMENTAL CLAIM"), Buyer Indemnitee shall give reasonably prompt notice thereof ("ENVIRONMENTAL CLAIM NOTICE") to the Sellers. Except as provided pursuant to Section 10.5, failure of such Buyer Indemnitee to give reasonably prompt notice pursuant to this Section 10.2(b)(i) shall not relieve the Sellers of their obligations, except to the extent that the Sellers are actually prejudiced by such failure to give notice. (ii) With respect to Environmental Claims pursuant to Section 10.2(a)(i) or 10.2(a)(ii), until such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, the Buyer Indemnitee shall undertake the defense or control of such Environmental Claim with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without the Sellers' prior written consent (which consent shall not be unreasonably withheld). After such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, Sellers shall have the right, but not the obligation, upon reasonable written notice to the Buyer Indemnitee, to assume the defense or control of any Environmental Claim with respect to any matter indemnified pursuant to Section 10.2(a)(i) or 10.2(a)(ii). If Sellers assume the defense or control of any such Environmental Claim, Sellers shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Sellers and reasonably satisfactory to the Buyer Indemnitees. The Sellers shall not compromise or settle any such Environmental Claim without the Buyer Indemnitees' prior written consent (which consent shall not be unreasonably withheld). (iii) With respect to Environmental Claims pursuant to Section 10.2(a)(iii), the Buyer Indemnitee shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without Seller's prior written consent (which consent shall not be unreasonably withheld). (ivb) With respect to any Environmental ClaimLiabilities for which Harrxx xx responsible to conduct Remediation under this Master Agreement on or about any property owned, operated or leased by the Transferred Subsidiaries after the Closing, Harrxx xxxll be responsible for such Remediation to meet the Minimum Cleanup Standard. For purposes of this Master Agreement, the "Minimum Cleanup Standard" shall mean the least stringent standard acceptable under all Environmental Laws (as such laws are in effect upon the completion of the Remediation) and all Governmental Authorities with jurisdiction or, if no such standard has been adopted, promulgated or imposed by the applicable Governmental Authority or by Environmental Laws (as such laws are in effect upon the completion of the Remediation) as of the date such Remediation is being conducted, the standard to which the parties, in good faith agree; provided, however, that in no event shall the Minimum Cleanup Standard at or below a standard for which (i) Buyer Indemnitee or the Transferred Subsidiaries would be required to impose or implement controls or restrictions which would impair the use of the affected property as used as of the Closing Date, (ii) for which additional Remediation would be required in the future to achieve and Sellers agree maintain compliance with Environmental Laws or to cooperate meet the requirements of Governmental Authorities, as such Environmental Laws and requirements exist as of the date of the completion of the Remediation; or (iii) which does not fully resolve any liability of Buyer Indemnitees and the Transferred Subsidiaries with and render to each other such assistance as may be reasonably requested in order to insure the proper and adequate defense or control of any Environmental Claim. (v) With respect to any matter defended or controlled by any Buyer Indemniteesuch matter; provided, Sellers shall have the right (at its sole cost) to (A) participate in any meetings or material negotiations with any third party (excluding counselfurther, consultants or other experts retained by any Buyer Indemnitee) that with respect to any Environmental Claim and Remediation at any property leased by the Transferred Subsidiaries, the Minimum Cleanup Standard shall be provided with reasonable advance notice also meet the requirements of the same; (B) review in advance and provide comments on any documents proposed to be submitted to Governmental Entities or other third parties and have such comments reasonably considered by Buyer Indemnitee prior to submittal; and (C) after the Environmental Deductible Amount has been exceeded and the Deductible Amount has been exceeded (1) participate in any material decisions relating to the scope, nature and timing of the defense or control of any such Indemnified Environmental Matter (subject to the ultimate approval by Buyer Indemnitees not to be unreasonably withheld); and (2) solely with respect to any Remedial Action indemnified pursuant to Section 10.2(a)(iii), approve (with approval not unreasonably withheld) decisions relating to the scope, nature and timing landlord/lessor of such Remedial Action which, individual or in the aggregate, involve expenditures in excess of $1 million (it being agreed that (x) the standard for such approval is the "Commercially Reasonable Manner" standard set forth in Section 10.2(d)(vi), and (Y) ANY DECISION BY SELLERS TO DENY SUCH APPROVAL SHALL BE WITHOUT PREJUDICE TO (AA) BUYER INDEMNITEES' RIGHT TO PROCEED WITH THE CONTROL OR DEFENSE OF SUCH REMEDIAL ACTION AND (BB) THE ALLOCATION, IF ANY, OF ENVIRONMENTAL LOSSES ASSOCIATED WITH SUCH REMEDIAL ACTION PURSUANT TO THE TERMS OF THIS SECTION 10)property. (vi) In connection with any Environmental Claim the Buyer Indemnitees or the Sellers, as the case may be, shall act in a "Commercially Reasonable Manner," which shall mean the most reasonable cost methods for investigation, remediation, removal, corrective action, containment, monitoring, other response or compliance action permitted by applicable Environmental Laws (including Environmental Laws setting forth so-called "risk-based" remediation standards, where applicable) determined based upon continued use of the Facilities in the same manner as of the Closing and from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with Environmental Laws.

Environmental Procedures. The following procedures shall exclusively govern claims against (a) Buyer will have from the Sellers for indemnification pursuant date this Agreement is executed until the Environmental Defect Notice Date (as defined in Section 5.4) to this Section 10.2 ("INDEMNIFIED ENVIRONMENTAL MATTERS"). (i) If a Buyer Indemnitee seeking indemnification (A) receives notice of any order, directive, decree, demand, notice of potential liability, or complaint by any governmental authority or other third party, or the commencement of any action, proceeding or conduct an investigation by any governmental authority or other third party, or (B) becomes aware of any other claim for indemnification other than a third-party claim, in each case that may result in Environmental Losses (each of the foregoing, an "ENVIRONMENTAL CLAIM")environmental condition of the Assets. Should Buyer elect to conduct such investigation, Buyer Indemnitee shall give reasonably prompt notice thereof ("ENVIRONMENTAL CLAIM NOTICE") to the Sellers. Except as provided pursuant to Section 10.5, failure of such will employ a third party environmental consultant selected by Buyer Indemnitee to give reasonably prompt notice pursuant to this Section 10.2(b)(i) shall not relieve the Sellers of their obligations, except to the extent that the Sellers are actually prejudiced and approved by such failure to give notice. (ii) With respect to Environmental Claims pursuant to Section 10.2(a)(i) or 10.2(a)(ii), until such time as (A) Environmental Losses (other than De Minimis Losses) exceed, individually or in the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, the Buyer Indemnitee shall undertake the defense or control of such Environmental Claim with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without the Sellers' prior written consent Seller (which consent approval shall not be unreasonably withheld). After such time as ) (Athe “Environmental Consultant”) Environmental Losses (other than De Minimis Losses) exceed, individually or in to determine the aggregate, the Environmental Deductible Amount and (B) it is reasonably probable that the Deductible Amount will be satisfied, Sellers shall have the right, but not the obligation, upon reasonable written notice to the Buyer Indemnitee, to assume the defense or control existence of any Environmental Claim Defects (as defined in Section 5.4) and the Remediation Costs (as defned in Section 5.4) associated therewith. (b) If the Environmental Consultant identifies and Buyer claims, one or more Environmental Defects in the course of its investigation, Buyer may, on or before the Environmental Defect Notice Date, deliver to Seller one or more Environmental Defect Notices (as defined in Section 5.4). Buyer must deliver Environmental Defect Notices as soon as reasonably practical, but no later than the Environmental Defect Notice Date. (c) If Buyer delivers an Environmental Defect Notice to Seller in excess of the Environmental Threshold (as hereinafter defined), Seller may elect one of the following options with respect to any matter indemnified pursuant each Environmental Defect so identified: (i) remediate the Environmental Defect(s), provided that if Seller elects this option, remediation will be subject to Section 10.2(a)(i) or 10.2(a)(ii). If Sellers assume Buyer’s approval of the defense or control selected remediation methodology and of any such Environmental Claim, Sellers shall undertake the defense or control of such Environmental Claims with counsel and environmental consultants chosen by the Sellers and reasonably satisfactory to the Buyer Indemnitees. The Sellers shall not compromise or settle any such Environmental Claim without the Buyer Indemnitees' prior written consent contractor (which consent approvals shall not be unreasonably withheld, delayed or conditioned). ; (ii) contest the existence of the Environmental Defect(s) or the Remediation Costs in accordance with Section 5.2; (iii) With respect to pay Buyer’s estimate of the Remediation Cost (with such amount being the “Environmental Claims pursuant to Section 10.2(a)(iiiDefect Adjustment”), the Buyer Indemnitee shall undertake the defense ; or control of such Environmental Claims with counsel and environmental consultants chosen by the Buyer Indemnitee and reasonably satisfactory to the Sellers. The Buyer Indemnitee shall not compromise or settle any such Environmental Claim without Seller's prior written consent (which consent shall not be unreasonably withheld). (iv) With respect indemnify Buyer against any Loss attributable to any the relevant Environmental ClaimDefect, the Buyer Indemnitee and Sellers agree to cooperate with and render to each other such assistance as may be reasonably requested in order to insure the proper and adequate defense or control of any Environmental Claim. (v) With respect to any matter defended or controlled by any Buyer Indemnitee, Sellers which indemnity shall have the right (at its sole cost) to (A) participate in any meetings or material negotiations with any third party (excluding counsel, consultants or other experts retained by any Buyer Indemnitee) with respect to any Environmental Claim and shall be provided with reasonable advance notice not exceed 30% of the same; (B) review in advance sum of all estimated Remediation Costs for all Environmental Defects, and provide comments on any documents proposed to be submitted to Governmental Entities or other third parties which indemnity shall continue for a period of time set forth in, and have such comments reasonably considered by Buyer Indemnitee prior to submittal; and (C) after the Environmental Deductible Amount has been exceeded and the Deductible Amount has been exceeded (1) participate in any material decisions relating to the scope, nature and timing of the defense or control of any such Indemnified Environmental Matter (subject to the ultimate approval by Buyer Indemnitees not to be unreasonably withheld); and (2) solely with respect to any Remedial Action indemnified pursuant to Section 10.2(a)(iii), approve (with approval not unreasonably withheld) decisions relating to the scope, nature and timing of such Remedial Action which, individual or in the aggregateform of, involve expenditures in excess of $1 million (it being agreed that (x) the standard for such approval is the "Commercially Reasonable Manner" standard set forth in Section 10.2(d)(vi), and (Y) ANY DECISION BY SELLERS TO DENY SUCH APPROVAL SHALL BE WITHOUT PREJUDICE TO (AA) BUYER INDEMNITEES' RIGHT TO PROCEED WITH THE CONTROL OR DEFENSE OF SUCH REMEDIAL ACTION AND (BB) THE ALLOCATION, IF ANY, OF ENVIRONMENTAL LOSSES ASSOCIATED WITH SUCH REMEDIAL ACTION PURSUANT TO THE TERMS OF THIS SECTION 10)Schedule 5.1. (vi) In connection with any Environmental Claim the Buyer Indemnitees or the Sellers, as the case may be, shall act in a "Commercially Reasonable Manner," which shall mean the most reasonable cost methods for investigation, remediation, removal, corrective action, containment, monitoring, other response or compliance action permitted by applicable Environmental Laws (including Environmental Laws setting forth so-called "risk-based" remediation standards, where applicable) determined based upon continued use of the Facilities in the same manner as of the Closing and from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with Environmental Laws.