Performance of Remedial Actions. (a) Zoetis Inc. agrees to perform or cause to be performed the Remedial Actions that are required by CETESB – Companhia Ambiental do Estado de São Paulo to address the Guarulhos Remediation Matter at its sole cost and expense and in a manner that will not unreasonably interfere with Pfizer’s operations at the Guarulhos Leased Facility; provided, however, that it is expressly acknowledged and agreed by the parties that the Company may, if approved or permitted by the applicable Governmental Authority or Environmental Law, use Institutional Controls to complete the Remedial Actions. Accordingly, the Company shall have sole and exclusive control of the development, negotiation, implementation and management of such Remedial Actions and, to the extent submissions are required to the Governmental Authorities related to such Remedial Actions, the Company will make these submissions in its own name.
(b) In undertaking Remedial Actions to address the Guarulhos Remediation Matter, the Company shall undertake such Remedial Actions in accordance with Environmental Law, provided that the Company may, within reason, exercise its rights, including, where applicable, its due process right, to contest any requirement imposed, determination made, or action taken by a Governmental Authority with respect to the Guarulhos Remediation Matter or any contemplated Remedial Actions related thereto.
(c) To minimize disruption to the conduct of operations and Remedial Actions at the Guarulhos Leased Facility, the parties agree and covenant that:
i. During the Lease Term, Pfizer shall have the right to review, upon request, any and all technical design and relevant engineering specifications of the remedial and monitoring systems selected by the Company that address the Guarulhos Remediation Matter and may provide timely comments to the Company, which the Company shall reasonably consider, with respect to the compatibility of such remedial and monitoring system with Pfizer’s current or planned operations at the Guarulhos Leased Facility. Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the Company’s actions to address the Guarulhos Remediation Matter.
ii. To the extent the Company’s conduct of Remedial Actions to address the Guarulhos Remediation Matter may impact Pfizer’s current operations at the Guarulhos Leased Facility, the parties shall work cooperatively and in good faith to minimize interference with or disruption of such o...
Performance of Remedial Actions. In the event Seller or any LSRP retained by Seller (“Seller’s LSRP”) performs any Remedial Actions at the Property following the Closing Date in order to satisfy any of the obligations set forth in Section 9.4A above, Seller agrees to:
(i) perform, and cause all consultants and contractors, including Seller’s LSRP, to perform, such Remedial Actions in a xxxxxxx-like manner and consistent with applicable Environmental Laws;
(ii) provide Purchaser with at least two (2) days prior notice (or such shorter notice as shall be necessary in order to comply with any order or directive of the NJDEP or requirement of Seller’s LSRP) of the initiation of any Remedial Actions at the Property;
(iii) provide Purchaser with an opportunity to review and copy all documents submitted by Seller or Seller’s LSRP to, or received by Seller or Seller’s LSRP from, the NJDEP in connection with the performance of Remedial Actions at the Property and to have a representative present at the Property during the performance of any Remedial Action; and
(iv) upon the completion of the Remedial Action and consistent with the Remedial Action and the requirements of Environmental Laws, restore the Property to substantially the same condition it was in prior to the performance of the Remedial Action.
Performance of Remedial Actions. As to any Remedial Actions that the CSE Holders are required or permitted to perform at the New Jersey Property pursuant to Section 5.16(a), the CSE Holders agree to:
(i) perform and cause all consultants and contractors retained by on the CSE Holders’ behalf, to perform all such Remedial Actions in a workmanlike manner and consistent with all applicable Environmental Laws;
(ii) comply with all Environmental Laws applicable to the implementation of such Remedial Actions at the New Jersey Property, including obligations to obtain all permits, authorizations and consents required under applicable Environmental Laws or by NJDEP or other governmental agency or authority in order to implement such Remedial Actions at the New Jersey Property;
(iii) implement such Remedial Actions in such manner, at such times and with such advance notice as to not cause a default or breach of any of the terms or conditions of any of the Leases; and
(iv) cause all consultants and contractors performing such Remedial Actions to provide and maintain comprehensive general liability insurance, automobile liability insurance, workers’ compensation and employers’ liability insurance and professional liability insurance (each policy naming Buyer, Company and Subsidiaries as additional insureds) in full force and effect with limits of coverage that are customary for the performance of comparable work or services until the completion of the Remedial Actions.
Performance of Remedial Actions. As to any Remedial Actions that Seller performs at the Frenchtown Property pursuant to Section 5.6(a) above, Seller agrees to:
(i) Perform, and cause all consultants and contractors retained by the Seller to perform, all such Remedial Actions in a workmanlike manner, consistent with applicable Environmental Law;
(ii) Comply with all Environmental Law applicable to the implementation of such Remedial Actions at the Frenchtown Property and obtain all permits, authorizations and consents required under applicable Environmental Law or by the NJDEP or other governmental agency or authority in order to implement such Remedial Actions at the Frenchtown Property;
(iii) Unless required to do otherwise by ISRA or the NJDEP, Seller shall select and propose to the NJDEP, or select and implement with the approval of the NJDEP, Remedial Actions which shall not unreasonably and materially interfere with Purchaser’s day-to-day operations at the Frenchtown Property;
(iv) Subject to Section 5.6(c) below, implement such Remedial Actions in such manner, at such times and with such advance notice as to not unreasonably and materially interfere with the Purchaser’s day-to-day operations at the Property;
(v) Cause all consultants and contractors performing such Remedial Actions to provide and maintain comprehensive general liability insurance, automobile liability insurance, workers’ compensation and employers’ liability insurance, excess liability and professional liability insurance in full force and effect with limits of coverage that are customary for the performance of comparable work or services until sixty (60) days following the completion of the Remedial Action. Seller shall provide copies of insurance certificates indicating that the Purchaser has been named as an additional insured under such policies before the Purchaser shall be required to provide access to the Property;
(vi) Promptly upon the completion of any phase of investigation or Remedial Action, restore the Frenchtown Property to substantially the same condition it was in prior to the performance of such phase of investigation or Remedial Action.
