Post-Closing Release Impacts Within the Existing NAPL Plume Sample Clauses

Post-Closing Release Impacts Within the Existing NAPL Plume. (A) If a release of any kind occurs after the Closing Date from either Buyers’ pipeline operations or operations on the properties constituting the Refinery Buyer Properties as of the time of such release, and such release impacts in any respect CUSA’ s Free Product Recovery Activities, then Refinery Buyer shall be responsible for a portion of CUSA’ s costs associated with Free Product Recovery Activities (other than costs resulting from soil vapor extraction of soils that are not part of the NAPL plume) in a proportion equal to the ratio of (1) the gallonage of hydrocarbons released after Closing that migrates below the Bright Line and (2) the number of gallons of recoverable hydrocarbons on the groundwater table at time of the subject release. If CUSA and Refinery Buyer fail to agree on the volumes to be used in the calculation of the ratio in this Section 3.2(e)(i)(A) within forty-five (45) days following the subject release, either CUSA or Refinery Buyer may refer such dispute to an independent expert appointed by Battelle. Such dispute will not be subject to the dispute resolution provisions in Section 12.6 of this Agreement and the resolution of the expert shall be final and binding on the Parties. If such an expert cannot be appointed by Battelle, such dispute will be subject to the dispute resolution provisions of Section 12.6 of this Agreement. (B) If, after such a release, a Government Authority requires soil vapor extraction of soils (that are not part of the NAPL plume) below the Bright Line, Refinery Buyer shall be responsible for a portion of CUSA’ s costs associated with such soil vapor extraction in a proportion equal to the ratio of (1) the gallonage of hydrocarbons released after Closing that migrates below the Bright Line and (2) number of gallons of NAPL trapped below the Bright Line at time of the subject release. If CUSA and Refinery Buyer fail to agree on the volumes to be used in the calculation of the ratio in this Section 3.2(e)(i)(B) within forty-five (45) days following the subject release, either CUSA or Refinery Buyer may refer such dispute to an independent expert appointed by Battelle. Such dispute will not be subject to the dispute resolution provisions in Section 12.6 of this Agreement and the resolution of the expert shall be final and binding on the Parties. If such an expert cannot be appointed by Battelle, such dispute will be subject to the dispute resolution provisions of Section 12.6 of this Agreement. (C) Where all...
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Related to Post-Closing Release Impacts Within the Existing NAPL Plume

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