Common use of Response Actions for Releases of Hazardous Substances Clause in Contracts

Response Actions for Releases of Hazardous Substances. (a) Following the Closing, in the event there is any investigation, remediation or other corrective action pertaining to the Release of Hazardous Substances in connection with the Business with respect to which a claim for indemnification may be made pursuant to Article VIII (including the Designated Pre-Closing Liability described in clause (e) of the definition of Designated Pre-Closing Liabilities) (“Response Action”), the Indemnifying Party may choose whether to perform the Response Action or pay for performance by the Indemnified Party. The party performing the Response Action shall be referred to as the “Performing Party.” (b) The Performing Party shall use commercially reasonable efforts to avoid and minimize any damage to real or personal property or harm to any persons and indemnify the other party for such damage and harm, and to minimize any interference with or disruption of the other party’s operations and business. All required Response Actions shall be diligently and expeditiously performed in compliance with Environmental Laws and shall not unreasonably interfere with the operations and business conducted at such location. The other party shall reasonably cooperate with the Performing Party including, after the negotiation and execution of a customary access agreement, providing reasonable access to perform necessary Response Actions. (c) The Performing Party shall select an environmental consultant who is reasonably satisfactory to the other party. (d) All Response Actions shall meet the Appropriate Remediation Standard. The “Appropriate Remediation Standard” shall mean a reasonably cost effective remediation standard which satisfies requirements of Environmental Laws in effect at the time of the remediation or imposed by any applicable Governmental Authority with jurisdiction that apply to the use of the properties as of the Closing.

Response Actions for Releases of Hazardous Substances. (a) Following After the ClosingClosing Date, in the event there is any investigation, remediation or other corrective response or compliance action pertaining to the Release of Hazardous Substances in connection with the Business with respect to which a claim for indemnification may be made pursuant to Article VIII (including the Designated Pre-Closing Liability described in clause (e) of the definition of Designated Pre-Closing Liabilities) Section 10.2 (“Response Action”), if the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party pursuant to Section 10.2(a) with respect to the Response Action, the Indemnifying Party may choose whether to perform the Response Action or pay for performance by the Indemnified Party. The party Party performing the Response Action shall will be referred to as the “Performing Party.” (b) The Performing Party shall will use its commercially reasonable efforts to avoid and or minimize any damage to real or personal property or harm to any persons and indemnify the other party for such damage and harmPersons, and to minimize any interference with or disruption of the other partyParty’s operations and business. All required Response Actions shall will be diligently and expeditiously performed and will be performed in compliance in all material respects with applicable Environmental Laws and shall not unreasonably interfere with the operations and business conducted at such locationLaws. The other party shall Party will reasonably cooperate with the Performing Party including, after the negotiation and execution of a customary access agreement, including providing reasonable access to perform necessary Response Actions, entering environmental land use restrictions and recording and maintaining institutional and engineering controls. (c) The Performing Party shall will select an environmental consultant who is reasonably satisfactory to the other partyParty. (d) All Response Actions shall will meet the Appropriate Remediation Standard. The “Appropriate Remediation Standard” shall mean a means the least stringent measures that are reasonably cost effective remediation standard which satisfies necessary in light of all facts and circumstances in order to satisfy all requirements of under applicable Environmental Laws in effect at the time of the remediation or imposed by any applicable Governmental the Environmental Authority with jurisdiction that apply to over the Response Action consistent with the use of the properties as of property at the Closing.

Response Actions for Releases of Hazardous Substances. (a) Following the Closing, in the event there is any investigation, remediation or other corrective response or compliance action pertaining to the Release of Hazardous Substances in connection with the Business with respect to which a claim for indemnification may be made pursuant to Article VIII (including the Designated Pre-Closing Liability described in clause (e) of the definition of Designated Pre-Closing Liabilities) (“Response Action”), the Indemnifying Party may choose whether to perform the Response Action or pay for performance by the Indemnified Party; provided, however, that with respect to any Response Actions required for Seller to comply with its Transfer Act obligations pursuant to Section 5.18 above, Seller or, at its election, the applicable Selling Subsidiary, shall be the Performing Party. The party performing the Response Action shall be referred to as the “Performing Party.” (b) The Performing Party shall use its commercially reasonable efforts to avoid and minimize any damage to real or personal property or harm to any persons and indemnify the other party for such damage and harmpersons, and to minimize any interference with or disruption of the other party’s operations and business. All required Response Actions shall be diligently and expeditiously performed in compliance with Environmental Laws and shall not unreasonably interfere with the operations and business conducted at such locationperformed. The other party shall reasonably cooperate with the Performing Party includingParty, after the negotiation and execution of a customary access agreement, including providing reasonable access to perform necessary Response Actions. (c) The Performing Party shall select an environmental consultant who is reasonably satisfactory to the other party. (d) All Response Actions shall meet the Appropriate Remediation Standard. The “Appropriate Remediation Standard” shall mean a reasonably cost effective the least stringent, publicly available or routinely applied remediation standard which satisfies standards, regulations, ordinances or other requirements of Environmental Laws in effect at the time of the remediation or imposed by any applicable Governmental Authority with jurisdiction consistent with the current use of the property. The parties agree to utilize customary institutional and engineering controls and environmental use restrictions as reasonably available to satisfy the Appropriate Remediation Standard and to cooperate in obtaining all necessary approvals of the use of such controls. Such controls or restrictions may include: (a)(i) prohibitions on use of the property for any purpose other than for industrial/commercial activity, (ii) rendering soil environmentally isolated or inaccessible (with provision reasonably acceptable to Buyer for access and modification if needed in Buyer’s business judgment and in a manner protective of the risks and pathways for which the isolation or containment was established) and (iii) prohibitions on the use of groundwater for drinking water purposes; (b) petitioning the applicable regulatory authority to change the groundwater classification underlying the property or agreeing to a groundwater classification area or well restriction area; (c) applying for one or more variances, including technical impracticability variances; or (d) any other available methods that apply otherwise allow Seller to achieve compliance with the Appropriate Remediation Standards; provided, that the foregoing would be consistent with the use of the properties as property at Closing. (e) The Performing Party shall (i) notify the other party prior to commencing, performing or completing any Response Actions, (ii) keep the other party reasonably informed of the Closingprogress of any Response Actions and provide copies of any final proposed response, remediation, investigation or sampling plans and the results of sampling and analysis (including any status reports of work in progress or reports required to be submitted to any Governmental Authority or third party), (iii) provide the other party an opportunity to attend, at its cost and expense, any meeting with any Governmental Authority regarding the Response Actions and (iv) provide the other party an opportunity to obtain splits of any samples obtained in the course of conducting Response Actions. (f) Neither party shall be responsible or liable to the other under the indemnities provided in Article VIII for any Losses (including the cost and expenses associated with any Response Action) incurred to achieve remediation standards in excess of the Appropriate Remediation Standards, or for Response Actions not required under applicable Environmental Laws or by any Governmental Authority or required as a result of Non-Required Testing. “Non-Required Testing” means any and all environmental sampling, testing and analyses of the ambient or indoor air, soils, groundwater, surface waters, interior of any building or building components that is not required under applicable Environmental Laws or the requirements of any Governmental Authority to meet an Appropriate Remediation Standard.

Response Actions for Releases of Hazardous Substances. (a) Following the Closing, in the event there is any investigation, remediation or other corrective response or compliance action pertaining to the Release of Hazardous Substances in connection with the Business with respect to which a claim for indemnification may be made pursuant to Article VIII (including the Designated Pre-Closing Liability described in clause (e) of the definition of Designated Pre-Closing Liabilities) (“Response Action”), the Indemnifying Party may choose whether to perform the Response Action or pay for performance by the Indemnified Party. The party Party performing the Response Action shall be referred to as the “Performing Party.” (b) The Performing Party shall use its commercially reasonable efforts to avoid and minimize any damage to real or personal property or harm to any persons and indemnify the other party for such damage and harmpersons, and to minimize any interference with or disruption of the other party’s operations and business. All required Response Actions shall be diligently and expeditiously performed in compliance with Environmental Laws and shall not unreasonably interfere with the operations and business conducted at such locationperformed. The other party Party shall reasonably cooperate with the Performing Party including, after the negotiation and execution of a customary access agreement, including providing reasonable access to perform necessary Response Actions. (c) The Performing Party shall select an environmental consultant who is reasonably satisfactory to the other partyParty. (di) All Response Actions shall meet the Appropriate Remediation Standard. . (ii) The “Parties agree to utilize institutional and engineering controls and environmental use restrictions as reasonably available to satisfy the Appropriate Remediation Standard” shall mean a reasonably cost effective remediation standard which satisfies requirements of Environmental Laws Standard and to cooperate in effect at the time obtaining all necessary approvals of the remediation use of such controls. Such controls or imposed by restrictions may include: (a)(i) prohibitions on use of the property for any purpose other than for industrial/commercial activity, (ii) rendering soil environmentally isolated or inaccessible and (iii) prohibitions on the use of groundwater for drinking water purposes; (b) petitioning the applicable Governmental Authority regulatory authority to change the groundwater classification underlying the property or agreeing to a groundwater classification area or well restriction area; (c) applying for one or more variances, including technical impracticability variances; or (d) any other available methods that otherwise allow Seller to achieve compliance with jurisdiction the Appropriate Remediation Standards; provided, that apply to the foregoing would be consistent with the use of the properties as property at Closing. (e) The Performing Party shall (i) notify the other Party prior to commencing, performing or completing any Response Actions, (ii) keep the other Party reasonably informed of the Closingprogress of any Response Actions and provide copies of any final proposed response, remediation, investigation or sampling plans and the results of sampling and analysis (including any status reports of work in progress or reports required to be submitted to any Governmental Authority or third party), (iii) provide the other party an opportunity to attend, at its cost and expense, any meeting with any Governmental Authority regarding the Response Actions and (iv) provide the other party an opportunity to obtain splits of any samples obtained in the course of conducting Response Actions. (f) Neither Party shall be responsible or liable to the other under the indemnities provided in Article VIII for any Losses (including the cost and expenses associated with any Response Action) incurred to achieve remediation standards in excess of the Appropriate Remediation Standards, or for Response Actions not required under applicable Environmental Laws or by any Governmental Authority or required as a result of Non-Required Testing. (g) In no event shall the Seller or any post-Closing Affiliate of the Seller be responsible for any Response Action required as a consequence of a Release, threat of Release or any other occurrence following the Closing or any exacerbation of any environmental condition on or after the Closing by Buyer or its Affiliates, their successors or assigns or anyone acting by or on their behalf. (h) In the event of a conflict between this Section 8.8 and the other Sections in Article VIII, this Section 8.8 shall control.