Performance of Remedial Actions. (a) Pfizer Inc. agrees to perform or cause to be performed the Remedial Actions that are required by national Environmental Law and agreed upon with Regione Sicilia, Municipality of Catania or ARPA xx Xxxxxxx – Dipartimento Provinciale xx Xxxxxxx pursuant to the work plan that will be authorized by such Governmental Authority (the “Catania Remediation Matter”) at its sole cost and expense and in a manner that will not unreasonably interfere with the Company’s operations at the Company’s Catania Facility; provided, however, that it is expressly acknowledged and agreed by the parties that Pfizer may, if approved or permitted by the applicable Governmental Authority or Environmental Law, use Institutional Controls to complete the Remedial Actions. Accordingly, Pfizer 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, Pfizer will make these submissions in its own name.
(b) In undertaking the Catania Remediation Matter, Pfizer shall undertake such Remedial Actions in accordance with Environmental Law, provided that Pfizer 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 Catania Remediation Matter or any contemplated Remedial Actions related thereto.
(c) To minimize disruption to the conduct of operations and Remedial Actions at the Company’s Catania Facility, the parties agree and covenant that:
i. The Company 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 Pfizer that address the Catania Remediation Matter and may provide timely comments to Pfizer, which Pfizer shall reasonably consider, solely with respect to the compatibility of such remedial and monitoring system with the Company’s current or planned operations at the Company’s Catania Facility. The Company may, at its own expense, hire its own consultants, attorneys or other professionals to monitor Pfizer’s actions to address the Catania Remediation Matter.
ii. To the extent conduct of the Catania Remediation Matter by Pfizer may impact the Company’s current operations at the Company’s Catania Facility, the parties shall work cooperatively and in ...
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 or other activities that Seller undertakes or performs at or with respect to the NJ Property pursuant to Section 5.10 (a) above in order to achieve Compliance with ISRA, Seller agrees to:
(i) If required by the SRRA or ISRA, or if otherwise elected by Seller, retain and engage a properly licensed LSRP to assist Seller in achieving Compliance with ISRA;
(ii) Promptly perform, and cause all consultants and contractors (including without limitation any LSRP) retained by Seller to perform, all such Remedial Actions in a workmanlike manner and consistent with all applicable Environmental Laws;
(iii) Comply with the New Jersey Lease and all Environmental Laws applicable to the implementation of such Remedial Actions at the NJ Property and obtain all permits, authorizations and consents required under applicable Environmental Laws or by the NJDEP or the LSRP or other governmental agency or authority in order to implement such Remedial Actions at the NJ Property. Without in any way limiting or affecting the generality of the foregoing, Seller shall satisfy and comply with, and cause its contractors and consultants (including any LSRP) to satisfy and comply with, (1) all timeframes as established by the NJDEP pursuant to the SRRA or ISRA, as such timeframes may be extended, in such manner so as to avoid the assumption of direct oversight by the NJDEP pursuant to Section 27 of the SRRA, and (2) the public notification requirements set forth at N.J.A.C. 7:26E-1.1 et seq. (as such requirements may be amended, modified or supplemented after the Closing Date);
(iv) Cause all consultants and contractors (including without limitation any LSRP) performing such Remedial Actions to provide and maintain in full force and effect insurance in commercially reasonable types and amounts as are customarily maintained by contractors and consultants 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 Buyer and Operating Company have been named as an additional insured under such policies before Buyer and Operating Company shall be required to provide access to the NJ Property;
(v) Use reasonable commercial efforts to select and propose to the NJDEP, or cause any LSRP to select, Remedial Actions which shall not unreasonably interfere with Buyer’s and Operating Company’s use of, or operation of the Business on or at, the ...
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.
