Common use of Procedures for Remedial Actions Clause in Contracts

Procedures for Remedial Actions. (i) Parent shall be entitled to assume control of Remediations at or with respect to any Bison Property (other than the Dover Municipal Landfill and the Cardinal Landfill) if the deductible set forth in Section 8.2(a)(iii) is met. The election of Parent to assume control of any such Remediation shall be made within a reasonable time. In the event that Parent shall control any Remediation, it shall promptly provide copies to Holdings of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Holdings a reasonable opportunity (at Holding's own expense) to comment on any submissions Parent intends to deliver or submit to the appropriate regulatory body prior to said submission. The party not controlling any Remediation may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by the party controlling such Remediation, including any field work undertaken by such party. Notwithstanding the foregoing, Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party shall take any actions that could unreasonably delay or unreasonably interfere with the performance of the work of the party controlling any Remediation. (ii) If Holdings or C&A Products is required to or desires to undertake a Remediation at or with respect to the Dover Municipal Landfill or the Cardinal Landfill that either Holdings or Parent determines is reasonably likely to cause the deductible set forth in Section 8.2(a)(iv) to be met, then Holdings shall notify Parent prior to undertaking such Remediation, and Parent and Holdings shall consult with each other, in good faith, to implement a mutually agreeable course of action to effect such Remediation. In the event of such determination, Holdings or C&A Products shall promptly provide copies to Parent of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Parent a reasonable opportunity (at Parent's expense) to comment on any submissions Holdings intends to deliver or submit to the appropriate regulatory body prior to said submission. Parent may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by Holdings or C&A Products, including any field work undertaken by Holdings. Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party shall take any actions that could unreasonably delay or unreasonably interfere with the performance of the Remediation.

Procedures for Remedial Actions. (i) Parent shall be entitled to assume control of Remediations at or with respect to any Bison Property (other than the Dover Municipal Landfill and the Cardinal Landfill) if the deductible set forth in Section 8.2(a)(iii) is met. The election of Parent to assume control of any such Remediation shall be made within a reasonable time. In the event that Parent shall control any Remediation, it shall promptly provide copies to Holdings of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Holdings a reasonable opportunity (at Holding's own expense) to comment on any submissions Parent intends to deliver or submit to the appropriate regulatory body prior to said submission. The party not controlling any Remediation may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by the party controlling such Remediation, including any field work undertaken by such party. Notwithstanding the foregoing, Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party shall take any actions that could unreasonably delay or unreasonably interfere with the performance of the work of the party controlling any Remediation. (ii) If Holdings or C&A Products is required to or desires to undertake a Remediation at or with respect to the Dover Municipal Landfill or the Cardinal Landfill that either Holdings or Parent determines is reasonably likely to cause the deductible set forth in Section 8.2(a)(iv) to be met, then Holdings shall notify Parent prior to undertaking such Remediation, and Parent and Holdings shall consult with each other, in good faith, to implement a mutually agreeable course of action to effect such Remediation. In the event of such determination, Holdings or C&A Products shall promptly provide copies to Parent of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Parent a reasonable opportunity (at Parent's expense) to comment on any submissions Holdings intends to deliver or submit to the appropriate regulatory body prior to said submission. Parent may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by Holdings or C&A ProductsHoldings, including any field work undertaken by Holdings. Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party shall take any actions that could unreasonably delay or unreasonably interfere with the performance of the Remediation.

Procedures for Remedial Actions. (a) Seller shall have the right, but not the obligation, to control the management of an environmental investigation or remediation that is subject to indemnification pursuant to Article XII. Seller shall notify Buyer, within 30 days of receipt of notice of Buyer's claim for indemnification for such matter, either that (i) Parent it intends to undertake such responsibility, (ii) it does not intend to undertake such responsibility or (iii) that more information is needed from Buyer before Seller can reasonably determine that Buyer's claim is subject to indemnification pursuant to this Agreement. Buyer shall be entitled promptly respond to assume control such requests for information (to the extent such information is reasonably available to Buyer) and, within 30 days of Remediations at or with respect receipt of such information, Seller shall notify Buyer as to any Bison Property whether it shall undertake the investigation and remediation. (other than the Dover Municipal Landfill and the Cardinal Landfillb) if the deductible set forth in Section 8.2(a)(iii) is met. The election of Parent to assume control of any such Remediation shall be made within a reasonable time. In the event that Parent shall control any RemediationSeller undertakes the responsibility for investigation or remediation, it Seller shall promptly provide copies to Holdings Buyer of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Holdings Buyer a reasonable opportunity (at HoldingBuyer's own expense) to comment approve (which approval shall not be unreasonably withheld) on any submissions Parent Seller intends to deliver or submit to the appropriate regulatory body Governmental Entity prior to said submission. The If Buyer does not object to such submission within 10 days of receiving a copy thereof and all other requested information reasonably relating thereto and available to Seller, Buyer shall be deemed to have approved the same. In the event Buyer or Seller (but not both Buyer and Seller) does not approve any offer by a Governmental Entity to settle any Environmental Response Measure, the amount of Losses for which the other such party not controlling any Remediation shall be obligated for such Environmental Response Measure shall be limited to the amount of such rejected settlement offer. Buyer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by the party controlling such Remediationinvestigation or remediation, including any field work undertaken by Seller, and Seller shall provide Buyer with the results of all such partyfield work or other evaluation or analysis. Notwithstanding the foregoingabove, Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party Buyer shall not take any actions that could unreasonably delay or shall unreasonably interfere with Seller's performance of the investigation and remediation. Seller 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 affected assets. Buyer shall allow Seller reasonable access to conduct any of the work contemplated herein and shall fully cooperate with Seller in the performance of the work of the party controlling any Remediationinvestigation and remediation, including, but not limited to, providing Seller with reasonable access to employees and documents as necessary. (iic) If Holdings or C&A Products is required to or desires Seller declines to undertake a Remediation at or with respect the performance of an investigation and remediation hereunder, Buyer shall be entitled to undertake the Dover Municipal Landfill or the Cardinal Landfill that either Holdings or Parent determines is reasonably likely to cause the deductible set forth in Section 8.2(a)(iv) to be met, then Holdings shall notify Parent prior to undertaking such Remediation, investigation and Parent and Holdings shall consult with each other, in good faith, to implement a mutually agreeable course of action to effect such Remediationremediation. In the event of such determination, Holdings or C&A Products Buyer shall promptly provide copies to Parent Seller of all notices, correspondence, draft reports, submissions, draft and final work plans and final reports and shall give Parent Seller a reasonable opportunity (at ParentSeller's own expense) to comment on any submissions Holdings Buyer intends to deliver or submit to the appropriate regulatory body Governmental Entity prior to said submission. Parent Seller may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by Holdings or C&A Productsinvestigation and remediation, including any field work undertaken by Holdings. Parent Buyer, and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party Buyer shall take any actions that could unreasonably delay or unreasonably interfere provide Seller with the performance results of the Remediationall such field work.

Procedures for Remedial Actions. Notwithstanding anything to -------------------------------- the contrary in this Agreement, except as otherwise provided in Sections 8.3 and 8.4 of this Agreement, obligations for Remedial Action under this Agreement and obligations with respect to the covenants in Sections 7.3(b) and 7.3(c) of this Agreement are subject to the provisions of this Section 8.10. (a) 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 Purchased Assets that is subject to indemnification pursuant to this Agreement. Pfizer must notify Purchaser, within 30 days of receipt of notice of Purchaser's claim for indemnification for such matter, that (i) Parent 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 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 Laws or address conditions that pose an immediate and acute health risk (unless additional actions are approved by Pfizer or unless additional actions are required to comply with Governmental Orders). (b) Notwithstanding anything to the contrary in this Agreement, in relation to the Known Milford Issues, Pfizer shall be entitled deemed to assume control have given notice under Section 8.10(a). (c) 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 consult with Purchaser in all material aspects of Remediations at the Remedial Action. Pfizer shall undertake such Remedial Action in a prompt and expeditious fashion in accordance with applicable 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 any Bison Property (other than the Dover Municipal Landfill and matter that is the Cardinal Landfill) 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 deductible set forth in Section 8.2(a)(iii) is metPurchased Assets into conformance with Applicable Remedial Action Standards. The election of Parent Pfizer shall comply with all applicable Laws, including all applicable Environmental Laws, with respect to assume control of any such Remediation its performance pursuant to this Section. Pfizer shall be made within a reasonable time. In the event that Parent shall control any Remediation, it shall promptly provide copies to Holdings Purchaser of all written notices, correspondence, draft reports, final submissions, draft and final work plans plans, and final reports and shall give Holdings Purchaser a reasonable opportunity (at HoldingPurchaser's own expense) to comment on any submissions Parent Pfizer intends to deliver or submit to the appropriate regulatory body Governmental Authority prior to said submission. The party not controlling any Remediation Purchaser may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by the party controlling such RemediationRemedial Action, including any field work undertaken by Pfizer, and Purchaser shall provide Pfizer with the results of all such partymonitoring. Notwithstanding the foregoingabove, Parent and Holdings, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party Purchaser shall not take any actions that could unreasonably delay or 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 Companies. 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 work of the party controlling any RemediationRemedial Action, including providing Pfizer with reasonable access to employees and documents as necessary. (iid) If Holdings or C&A Products Pfizer's performance of any Remedial Action pursuant to this Section 8.10 shall be deemed to be complete (i) upon receipt of notice from the relevant Governmental Authority indicating that no further Remedial Action is required to be conducted (a "Governmental Sign-Off"); or desires (ii) where allowed by applicable Environmental Law, a certification from a licensed environmental professional or its equivalent that no further action is necessary under applicable Laws (unless within the time specified by applicable Law, if any, the relevant Governmental Authority determines that further Remedial Action is required); or (iii) if no Governmental Authority has asserted jurisdiction or if for any other reason Governmental Sign-Off is not obtainable, when Pfizer's and Purchaser's environmental consultants jointly agree that the Remedial Action has been completed in accordance with the Applicable Remedial Action Standard; provided, --------- however, that if Pfizer's and Purchaser's environmental consultants are unable -------- to undertake a Remediation at or with respect to the Dover Municipal Landfill or the Cardinal Landfill that either Holdings or Parent determines is reasonably likely to cause the deductible set forth in Section 8.2(a)(iv) to be metreach such joint agreement, then Holdings Pfizer's and Purchaser's environmental consultants shall notify Parent prior jointly select an independent third environmental consultant (the "Independent Consultant") acceptable to undertaking such Remediationeach of them and that Independent Consultant shall review all relevant information provided by Pfizer and Purchaser and shall make a determination, which determination shall be binding on both Pfizer and Parent Purchaser, as to whether the Remedial Action has achieved the Applicable Remedial Action Standard and Holdings shall consult with each other, in good faith, to implement a mutually agreeable course of no further action to effect such Remediationis required. In the event the Independent Consultant finds that additional work is required, the scope and extent of such determinationthat work shall be negotiated by the parties. All fees, Holdings or C&A Products costs and expenses of the Independent Consultant shall be borne equally (50% each) by Pfizer and Purchaser. (e) 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 Parent Pfizer of all notices, correspondence, draft reports, submissions, draft and final work plans plans, and final reports and shall give Parent Pfizer a reasonable opportunity (at ParentPfizer's own expense) to comment on any submissions Holdings Purchaser intends to deliver or submit to the any appropriate regulatory body Governmental Agency prior to said submission. Parent Pfizer may, at its own expense, hire its own consultants, attorneys or other professionals to monitor the work performed by Holdings or C&A ProductsRemedial Action, including any field work undertaken by HoldingsPurchaser, and Purchaser shall provide to Pfizer the results of all such field work. Parent and HoldingsNotwithstanding the above, as applicable, agree to cooperate with each other, directly and through their respective consultants and counsel, to effect the successful completion of the Remediation within such period as may be specified by a Governmental Authority or under applicable Environmental Laws, or otherwise within a reasonable period of time; provided, however, that neither party Pfizer shall not take any actions that could unreasonably delay or shall unreasonably interfere with the Purchaser's performance of the RemediationRemedial 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.