Common use of Indemnification Procedures for Remedial Actions on Conveyed Properties Clause in Contracts

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary in Section 8.4(a) hereof, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets that is subject to indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunder. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) that more information is needed from Purchaser before Pfizer can reasonably determine that Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this Section, Purchaser shall take only those actions necessary to comply with applicable Environmental laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer). (b) In undertaking a Remedial Action pursuant to this Section, Pfizer shall retain a qualified independent environmental consultant, which consultant shall be subject to Purchaser's approval (such approval not to be unreasonably delayed or withheld). Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance with applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining written notice from the appropriate Governmental Authority that no further investigation or remediation is necessary with respect to the matter that is the subject of the indemnification claim to meet the Applicable Remedial Action Standards, or, if no Governmental Authority is involved in such matter, a good faith determination from its environmental consultant that no further investigation or remediation is required to bring the Conveyed Property into conformance with Applicable Remedial Action Standards. Pfizer shall comply with all applicable laws, including all applicable Environmental Laws, with respect to its performance pursuant to this Section. Pfizer shall promptly provide copies to Purchaser of all written notices, correspondence, final submissions, final work plans, results of field work, and final reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the appropriate Governmental Authority prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Pfizer, and Purchaser shall provide Pfizer with the results of all such monitoring. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance of the Remedial Action. Pfizer shall undertake any such work required herein in a manner designed to minimize any disruption, to the greatest extent possible, with the conduct of operations at the Conveyed Property. Purchaser shall allow Pfizer reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Pfizer in the performance of the Remedial Action, including, but not limited to, providing Pfizer with reasonable access to employees and documents as necessary. (c) If Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a), Purchaser shall be entitled to undertake the Remedial Action to the Applicable Remedial Action Standards. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment on any submissions Purchaser intends to deliver or submit to the appropriate Governmental Agency prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Purchaser, and Pfizer shall provide to Purchaser the results of all such monitoring. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with Purchaser's performance of the Remedial Action. Pfizer's decision to allow Purchaser to undertake Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to the Applicable Remedial Action Standards as otherwise provided in this Agreement.

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary in Section 8.4(a) hereof, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets that is subject to indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunderAgreement. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) it requests more existing information from Purchaser, that more information is readily available to or in Purchaser's possession, that is reasonably needed from Purchaser before Pfizer can reasonably determine that to evaluate whether Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this Section, Purchaser shall take only those actions reasonably necessary to comply with applicable Environmental laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer). (b) In undertaking a Remedial Action pursuant to this Section, Pfizer shall retain a qualified independent environmental consultant, which consultant shall be subject to Purchaser's approval (such approval not to be 157 unreasonably delayed or withheld). Pfizer With respect to any Remedial Action, and any related engineering and/or institutional controls, conducted at any Facilities, including without limitation in connection with ISRA, the parties shall undertake cooperate to ensure that any such Remedial Action in a prompt does not interfere with the activities conducted at the Facility or reasonably contemplated planned activities at the Facility consistent with the existing use and expeditious fashion in accordance with applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining written notice from the appropriate Governmental Authority that no further investigation or remediation is necessary with respect to the matter that is the subject configuration of the indemnification claim to meet the Applicable Remedial Action Standards, or, if no Governmental Authority is involved in such matter, a good faith determination from its environmental consultant that no further investigation or remediation is required to bring the Conveyed Property into conformance with Applicable Remedial Action Standards. Pfizer shall comply with all applicable laws, including all applicable Environmental Laws, with respect to its performance pursuant to this Section. Pfizer shall promptly provide copies to Purchaser of all written notices, correspondence, final submissions, final work plans, results of field work, and final reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the appropriate Governmental Authority prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Pfizer, and Purchaser shall provide Pfizer with the results of all such monitoring. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance of the Remedial Action. Pfizer shall undertake any such work required herein in a manner designed to minimize any disruption, to the greatest extent possible, with the conduct of operations at the Conveyed Property. Purchaser shall allow Pfizer reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Pfizer in the performance of the Remedial Action, including, but not limited to, providing Pfizer with reasonable access to employees and documents as necessaryFacility. (c) If Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a), Purchaser shall be entitled to undertake the Remedial Action to the Applicable Remedial Action Standards. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment on any submissions Purchaser intends to deliver or submit to the appropriate Governmental Agency prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Purchaser, and Pfizer shall provide to Purchaser the results of all such monitoring. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with Purchaser's performance of the Remedial Action. Pfizer's decision to allow Purchaser to undertake Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to the Applicable Remedial Action Standards as otherwise provided in this Agreement.

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary in Section 8.4(a) hereof, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets Property that is subject to indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunderAgreement. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) that more information is needed from Purchaser before Pfizer can reasonably determine that Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this Section, Purchaser shall take only those actions necessary to comply with applicable Environmental laws Laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer). (b) In undertaking a Remedial Action pursuant to this Section, Pfizer shall retain a qualified independent environmental consultant, which consultant shall be subject to Purchaser's approval (such approval not to be unreasonably delayed or withheld). Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance with applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining written notice from the appropriate Governmental Authority that no further investigation or remediation is necessary with respect to the matter that is the subject of the indemnification claim to meet the Applicable Remedial Action Standardsclaim, or, if no Governmental Authority is involved in such matter, a good faith determination from its environmental consultant that no further investigation or remediation is required to bring the Conveyed Property into conformance with Applicable Remedial Action Standardsapplicable Environmental Law. Pfizer shall comply with all applicable laws, including all applicable Environmental Laws, with respect to its performance pursuant to this Section. Pfizer shall promptly provide copies to Purchaser of all written notices, correspondence, final draft reports, submissions, final work plans, results of field work, and final reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the 103 appropriate Governmental Authority prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Pfizer, and Purchaser Pfizer shall provide Pfizer Purchaser with the results of all such monitoringfield work. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance of the Remedial Action. Pfizer shall undertake any such work required herein in a manner designed to minimize any disruption, to the greatest extent possible, with the conduct of operations at the Conveyed Property. Purchaser shall allow Pfizer reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Pfizer in the performance of the Remedial Action, including, but not limited to, providing Pfizer with reasonable access to employees and documents as necessary. (c) If Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a7.5(a), Purchaser shall be entitled to undertake the Remedial Action to the Applicable Remedial Action StandardsAction. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment on any submissions Purchaser intends to deliver or submit to the appropriate Governmental Agency prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the 104 Remedial Action, including any field work undertaken by Purchaser, and Pfizer Purchaser shall provide to Purchaser Pfizer with the results of all such monitoringfield work. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with PurchaserBuyer's performance of the Remedial Action. Pfizer's decision to allow Purchaser to undertake Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to the Applicable Remedial Action Standards as otherwise provided in this Agreement.

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary Other than Scheduled Environmental Commitments set forth in Section 8.4(a) hereof7.14 and Schedule 7.14, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets (a "Conveyed Property") that is subject to a claim for indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunderAgreement. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) that more information is needed from Purchaser before Pfizer can reasonably determine that Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this SectionSection 8.10, Purchaser shall take only those actions necessary to comply with applicable Environmental laws Laws or the requirements of a Governmental Authority or to address conditions that pose an immediate and acute imminent risk to health risk (or the environmental, unless additional any other actions are approved by Pfizer). (b) In undertaking a Remedial Action pursuant to this SectionSection 8.10, Pfizer shall retain a qualified independent environmental consultant, which consultant shall be subject to Purchaser's approval (such approval not to be unreasonably delayed or withheld). Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance with applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining and shall obtain written notice from the appropriate Governmental Authority that no further investigation or remediation Remedial Action is necessary with respect to the matter that is the subject of the indemnification claim to meet the Applicable Remedial Action Standards, or, if no Governmental Authority is involved in such matter, the standard set forth in Section 8.11 for determining when a good faith determination from its environmental consultant that no further investigation or remediation is required to bring the Conveyed Property into conformance with Applicable Remedial Action Standardsbeing undertaken by Pfizer is completed shall govern. Pfizer shall comply with all applicable lawsLaws, including all applicable Environmental Laws, with respect to its performance pursuant to this SectionSection 8.10. All decisions relating to such Remedial Action shall be made by Pfizer. Pfizer shall promptly provide copies consult with Purchaser on all material decisions relating to Purchaser of all written notices, correspondence, final submissions, final work plans, results of field work, and final reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the appropriate Governmental Authority prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the such Remedial Action, including any field but not limited to, negotiations with regulatory authorities and the development and implementation of work undertaken by Pfizerplans. Pfizer shall keep Purchaser regularly informed concerning its undertaking of such Remedial Action and shall consult regularly with Purchaser, and Purchaser shall provide Pfizer with solicit Purchaser's comments, on the results of all such monitoring. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance development and implementation of the plans for the undertaking of such Remedial Action. Pfizer shall undertake any seriously consider Purchaser's comments on its plans or proposals and shall use reasonable efforts to incorporate Purchaser's reasonable comments into the development and implementation of the plans for the undertaking of such Remedial Action. Pfizer shall provide to Purchaser copies of all material written notices, correspondence with and submissions to Governmental Authorities, work required herein in a manner designed to minimize any disruptionplans, data, sampling results and final reports concerning such Remedial Action. Pfizer shall, to the greatest extent possiblepracticable, with minimize the conduct disruptive impact of such Remedial Action upon the operations at the Conveyed Propertyof Purchaser. Purchaser shall allow Pfizer provide Pfizer, its agents, employees, and consultants with reasonable access to conduct any of the work contemplated herein Facilities to carry out such Remedial Action, which shall be at Pfizer's expense and shall fully upon reasonable notice to Purchaser. Purchaser will cooperate with Pfizer in the performance implementation of the such Remedial Action, including, but not limited to, including providing Pfizer with reasonable access to employees and documents as necessary. (c) If Except with respect to Scheduled Environmental Commitments set forth on Schedule 7.14, to which this subparagraph does not apply, if Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a), Purchaser shall be entitled to undertake the Remedial Action to bring the Conveyed Property into conformance with the Applicable Remedial Action Standards. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment on any material submissions Purchaser intends to deliver or submit to the appropriate Governmental Agency Authority prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Purchaser, and Pfizer Purchaser shall provide to Purchaser Pfizer the results of all such monitoringfield work. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with Purchaser's performance of the Remedial Action. Pfizer's decision to allow Purchaser to undertake any Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to bring the Conveyed Property into conformance with the Applicable Remedial Action Standards as otherwise provided in this Agreement.

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary in Section 8.4(a) hereof, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets that is subject 84 92 to indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunderAgreement. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) that more information is needed from Purchaser before Pfizer can reasonably determine that Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this SectionSection 8.10, Purchaser shall take only those actions necessary to comply with applicable Environmental laws Laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer). (b) In undertaking a Remedial Action pursuant to this SectionSection 8.10, Pfizer shall retain a qualified independent environmental consultant, which consultant shall be subject to Purchaser's approval (such approval not to be unreasonably delayed or withheld). Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance with applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining written notice from the appropriate Governmental Authority that no further investigation or remediation is necessary with respect to the matter that is the subject of the indemnification claim to meet the Applicable Remedial Action Standards, or, if no Governmental Authority is involved in such matter, a good faith determination from its environmental consultant that no further investigation or remediation is required to bring a property included in the Conveyed Property Assets into conformance with Applicable Remedial Action Standards. Pfizer shall comply with all applicable lawsLaws, including all applicable Environmental Laws, with respect to its performance pursuant to this Section. Pfizer shall promptly provide copies to Purchaser of all written notices, correspondence, final submissions, final work plans, results of field work, and final reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the appropriate Governmental Authority prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Pfizer, and Purchaser shall provide Pfizer with the results of all such monitoring. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance of the Remedial Action. Pfizer shall undertake any such work required herein in a manner designed to minimize any disruption, to the greatest extent possible, with the conduct of operations at the Conveyed Property. Purchaser shall allow Pfizer reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Pfizer in the performance of the Remedial Action, including, but not limited to, providing Pfizer with reasonable access to employees and documents as necessary.Environmental (c) If Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a), Purchaser shall be entitled to undertake the Remedial Action to the Applicable Remedial Action Standards. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment on any submissions Purchaser intends to deliver or submit to the appropriate Governmental Agency prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Purchaser, 94 and Pfizer Purchaser shall provide to Purchaser Pfizer the results of all such monitoringfield work. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with Purchaser's performance of the Remedial Action. Pfizer's decision to allow Purchaser to undertake Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to the Applicable Remedial Action Standards as otherwise provided in this Agreement.

Indemnification Procedures for Remedial Actions on Conveyed Properties. (a) Notwithstanding anything to the contrary in Section 8.4(a) hereof, Pfizer shall have the right but not the obligation to conduct and control the management of a Remedial Action at a property included in the Conveyed Assets that is subject to indemnification pursuant to this Agreement if Pfizer acknowledges in writing its obligation to indemnify the Purchaser hereunderAgreement. Pfizer must notify Purchaser, within thirty (30) days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) it intends to undertake said responsibility or (ii) it requests more existing information from Purchaser, that more information is readily available to or in Purchaser's possession, that is reasonably needed from Purchaser before Pfizer can reasonably determine that to evaluate whether Purchaser's claim is subject to indemnification pursuant to this Agreement. Purchaser shall promptly respond to such requests for information (to the extent such information is reasonably available to Purchaser) and, within thirty (30) days of receipt of such information, Pfizer shall notify Purchaser as to whether it shall undertake the Remedial Action. Prior to a determination by Pfizer that it will undertake a Remedial Action pursuant to this Section, Purchaser shall take only those actions reasonably necessary to comply with applicable Environmental laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer, such approval not to be unreasonably withheld). With 137 146 respect to any Remedial Action, and any related engineering and/or institutional controls, conducted at any Facilities, including without limitation in connection with ISRA, the parties shall cooperate to ensure that any such Remedial Action does not interfere with the activities conducted at the Facility or reasonably contemplated planned activities at the Facility consistent with the existing use and configuration of the Facility. (b) In undertaking a Remedial Action pursuant to this Section, Pfizer shall retain a qualified independent environmental consultant, consultant which consultant shall be subject to Purchaser's approval (such approval not to be unreasonably delayed or withheld). Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance compliance with all applicable Environmental Laws and shall not cause, through its own inaction, any undue delay in obtaining written notice from the appropriate Governmental Authority that no further investigation or remediation is necessary with respect to the matter that is the subject of the indemnification claim to meet the Applicable Remedial Action Standards, or, if no Governmental Authority is involved in such matter, a good faith determination from its environmental consultant that no further investigation or remediation is required to bring the Conveyed Property into conformance with Applicable Remedial Action Standards, subject 138 147 to Purchaser's approval not to be unreasonably withheld. Pfizer shall comply with all applicable laws, including all applicable Environmental Laws, with respect to its performance pursuant to this SectionSection and take all steps necessary to avoid the imposition of any fines, penalties, liens or the institution of any actions or claims against Purchaser, the Conveyed Subsidiaries or a Subsidiary of a Conveyed Subsidiary or the Facility. This provision shall not include any institutional controls as part of any Remedial Action. Pfizer shall promptly provide copies to Purchaser of all written notices, correspondence, final draft submissions, final draft work plans, results of field work, and final draft reports and shall give Purchaser a reasonable opportunity given the circumstances (at Purchaser's own expense) to comment on any submissions Pfizer intends to deliver or submit to the appropriate Governmental Authority or third party prior to said submission. Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Pfizer, and Purchaser shall provide Pfizer with the results of all such monitoring. Pfizer shall provide Purchaser with a reasonable opportunity to monitor significant communications with Governmental Authorities or third parties concerning the direction, scope and nature of such Remedial Action, provided that Pfizer shall be in control of 139 148 such communications. Notwithstanding the above, Purchaser shall not take any actions that shall unreasonably interfere with Pfizer's performance of the Remedial Action. Pfizer shall undertake any such work required herein in a manner designed to minimize any disruption, to the greatest extent possible, with the conduct of operations at the Conveyed Property. Purchaser shall allow Pfizer reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Pfizer in the performance of the Remedial Action, including, but not limited to, providing Pfizer with reasonable access to employees and documents as necessary. Pfizer shall be responsible for protection of worker and public health and safety in connection with any Remedial Action it undertakes and manages. Purchaser shall cooperate with Pfizer with respect to such protection. (c) If Pfizer declines to undertake the performance of a Remedial Action as provided in Section 8.10(a), Purchaser shall be entitled to undertake the Remedial Action to the Applicable Remedial Action StandardsStandards and to be indemnified for related costs to the extent consistent with other terms of this Agreement. Purchaser shall promptly provide copies to Pfizer of all notices, correspondence, draft reports, submissions, work plans, and final reports and shall give Pfizer a reasonable opportunity (at Pfizer's own expense) to comment to Purchaser on any submissions Purchaser intends to deliver or submit to the 140 149 appropriate Governmental Agency Authority or third party prior to said submission. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Remedial Action, including any field work undertaken by Purchaser, and Pfizer Purchaser shall provide to Purchaser Pfizer the results of all such monitoringfield work. Notwithstanding the above, Pfizer shall not take any actions that shall unreasonably interfere with Purchaser's performance of the Remedial Action. Purchaser shall provide Pfizer with reasonable opportunity to participate in significant communications with Governmental Authorities or third parties, provided that Purchaser shall be in control of such communications. Pfizer shall be responsible for the protection and health and safety of its employees, representatives and agents. Pfizer shall comply with the site health and safety requirements of Purchaser and its consultants and contractors. Pfizer's decision to allow Purchaser to undertake Remedial Action hereunder shall not limit or affect Pfizer's obligation to indemnify Purchaser for said Remedial Action to the Applicable Remedial Action Standards as otherwise provided in this Agreement.