Common use of Additional Environmental Provisions Clause in Contracts

Additional Environmental Provisions. (a) TDCC shall control the resolution of any Pre-Closing Environmental Liability that is the subject of Splitco’s indemnification obligations hereunder, including conducting any Remedial Action or corrective action, and negotiating with any Governmental Authority or other third party. TDCC shall keep Corning and Splitco reasonably apprised of any material developments relating to the resolution of any such Pre-Closing Environmental Liability, including forwarding to Corning and Splitco copies of any material reports generated in connection therewith. Splitco shall have the right, at its sole cost and expense, to reasonably participate in the management of the resolution of any Pre-Closing Environmental Liability. Such participation shall include: (i) the right to receive in advance of submission copies of all material reports, workplans and analytical data submitted to Governmental Authorities, material notices or other letters or documents received from Governmental Authorities, any other documentation and correspondence materially bearing on the claim, and notices of material meetings; (ii) the opportunity to attend such material meetings; and (iii) the right to reasonably consult regarding material actions, including the selection and retention of environmental consultants and actions related to the investigation, remediation or corrective action with respect to such Pre-Closing Environmental Liability. (b) Splitco’s indemnification obligations with respect to Losses for the conduct of any Remedial Actions (“Remediation Losses”) shall be limited to such Remedial Actions that are (i) required by Environmental Law, including any investigations that result in or give rise to other legally-required Remedial Actions, or (ii) reasonably necessary to defend or respond to a Third Party Claim. TDCC shall conduct any such Remedial Action in a reasonably cost effective manner (“Reasonably Cost Effective Manner”). 36 The Reasonably Cost Effective Manner shall be limited to the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, as of the Closing Date, are allowed under applicable Environmental Law, and the least costly methods that are allowed under applicable Environmental Law and that are approved by, or are otherwise acceptable to, applicable Governmental Authorities, employing where applicable risk based remediation standards, deed restrictions and institutional controls. The Reasonably Cost Effective Manner shall not include any standards or methods that unreasonably interfere with any operations conducted at a subject site as of the Closing Date. (c) Splitco shall not be responsible for, and shall have no indemnification obligations relating to, any Losses relating to any Pre-Closing Environmental Liability to the extent caused by or arising from (i) any changes in Environmental Law subsequent to the Closing; (ii) any change of the use classification of a real property owned or leased by the JV Entity or any JV Subsidiary subsequent to the Closing from industrial to commercial or residential or from commercial to residential; or (iii) any sampling and laboratory analysis by or on behalf of TDCC after the Closing of any soil or groundwater unless such sampling and analysis is (A) required pursuant to Environmental Law; (B) required pursuant to any lease or other contract to which the JV Entity or any JV Subsidiary became a party prior to the Closing Date; (C) required by any Governmental Authority; (D) a continuation of any sampling and analysis program that was initiated by the JV Entity or any JV Subsidiary prior to the Closing Date; (E) conducted in response to a Third Party Claim regarding Hazardous Materials; or (F) conducted in response to any post-Closing discovery of a condition that poses an imminent and substantial threat to health or the environment.

Additional Environmental Provisions. (ai) TDCC shall control Damages incurred under Section 3.12(i) of this Agreement must be reasonably documented and must be necessary in order to comply with the least stringent obligations under applicable Environmental Laws or to resolve any claim raised by a third party. (ii) With respect to any claim by Buyers for environmental matters the resolution of which involves Remediation on any Pre-Closing Environmental Liability that is the subject of Splitco’s indemnification obligations hereunderproperty owned, including conducting any Remedial Action operated or corrective action, and negotiating with any Governmental Authority or other third party. TDCC shall keep Corning and Splitco reasonably apprised of any material developments relating to the resolution of any such Pre-Closing Environmental Liability, including forwarding to Corning and Splitco copies of any material reports generated leased in connection therewith. Splitco with the operation of the Business, Sellers shall have the right, at its sole cost and expenseupon timely written notice, to conduct such Remediation provided (1) Sellers are and acknowledge that they are paying fully for such Remediation; (2) Sellers conduct such Remediation in a manner, consistent with applicable legal requirements, which minimizes interruption, interference or disruption to the operation of the Business to the extent reasonably participate practicable; and (3) Sellers permit Buyers and the Business participation in the management determination of the resolution Remediation objectives and methods (including participation in discussions with Governmental Authorities or third parties) and keeps Buyers and the Business fully informed of any Pre-the progress of the Remediation. Buyers agree to provide Sellers' Remediation contractors sufficient access to the facility after the Closing Environmental LiabilityDate to enable Sellers to perform the Remediation activities contemplated by this Section. Such participation shall include: (i) Without limiting the right generality of the foregoing, Sellers agree to receive in advance of submission copies of all material reports, workplans provide Buyers and analytical data submitted to Governmental Authorities, material notices or other letters or documents received from Governmental Authorities, any other documentation and correspondence materially bearing on the claim, and notices of material meetings; (ii) Business with the opportunity to attend such material meetings; and (iii) the right to reasonably consult regarding material actions, including the selection and retention of environmental consultants and actions related to the investigation, remediation or corrective action with respect to such Pre-Closing Environmental Liability. (b) Splitco’s indemnification obligations with respect to Losses for the conduct of any Remedial Actions (“Remediation Losses”) shall be limited to such Remedial Actions that are (i) required by Environmental Law, including any investigations that result in or give rise to other legally-required Remedial Actions, or (ii) reasonably necessary to defend or respond to a Third Party Claim. TDCC shall conduct any such Remedial Action in a reasonably cost effective manner (“Reasonably Cost Effective Manner”). 36 The Reasonably Cost Effective Manner shall be limited to the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, as of the Closing Date, are allowed under applicable Environmental Law, and the least costly methods that are allowed under applicable Environmental Law and that are approved by, or are otherwise acceptable to, applicable Governmental Authorities, employing where applicable risk based remediation standards, deed restrictions and institutional controls. The Reasonably Cost Effective Manner shall not include any standards or methods that unreasonably interfere with any operations conducted at a subject site as of the Closing Date. (c) Splitco shall not be responsible for, and shall have no indemnification obligations relating to, any Losses relating to any Pre-Closing Environmental Liability to the extent caused by or arising from (i) any changes in Environmental Law subsequent to the Closing; (ii) any change of the use classification of a real property owned or leased by the JV Entity or any JV Subsidiary subsequent to the Closing from industrial to commercial or residential or from commercial to residential; or (iii) any sampling and laboratory analysis observe all activities undertaken by or on behalf of TDCC after Sellers; provide reasonable advance notice to Buyers and the Closing Business of any soil or groundwater unless access requirements and meetings with any Governmental Authority concerning the Remediation, and permit Buyers and representatives of the Business to attend and participate in such sampling meetings; comply with all Environmental Laws in the conduct of the Remediation; and analysis is (A) required pursuant promptly, upon completion of any on-site activities, restore any adversely affected portions of the properties to Environmental Law; (B) required pursuant to any lease or other contract to substantially their predisturbed condition such that Buyers can continue the operation of the Business in the manner in which the JV Entity or any JV Subsidiary became a party such 74 81 Business was conducted prior to the Closing Date; commencement of the on-site activities. Seller will indemnify Buyers from and against any Damages arising out of or resulting from Seller's or its representatives' conduct of the Remediation. (Ciii) required by Buyers agree to cooperate with Sellers' efforts to assert and prosecute any Governmental Authority; (D) a continuation claims against Sellers' insurers for any Damages for environmental matters including for the breach of any sampling representations and analysis program warranties in Section 3.12; it being understood, however, that was initiated none of Buyers' claims for such Damages shall be limited by the JV Entity success of any such insurance claim or any JV Subsidiary prior to the Closing Date; (E) conducted in response to a Third Party Claim regarding Hazardous Materials; or (F) conducted in response to any post-Closing discovery of a condition that poses an imminent and substantial threat to health action or the environmentamount of any recovery.

Additional Environmental Provisions. (a) TDCC shall control the resolution of any Pre-Closing Environmental Liability that is the subject of Splitco’s indemnification obligations hereunder, including conducting any Remedial Action or corrective action, and negotiating with any Governmental Authority or other third party. TDCC shall keep Corning and Splitco reasonably apprised of any material developments relating to the resolution of any such Pre-Closing Environmental Liability, including forwarding to Corning and Splitco copies of any material reports generated in connection therewith. Splitco shall have the right, at its sole cost and expense, to reasonably participate in the management of the resolution of any Pre-Closing Environmental Liability. Such participation shall include: (i) the right to receive in advance of submission copies of all material reports, workplans and analytical data submitted to Governmental Authorities, material notices or other letters or documents received from Governmental Authorities, any other documentation and correspondence materially bearing on the claim, and notices of material meetings; (ii) the opportunity to attend such material meetings; and (iii) the right to reasonably consult regarding material actions, including the selection and retention of environmental consultants and actions related to the investigation, remediation or corrective action with respect to such Pre-Closing Environmental Liability. (b) Splitco’s indemnification obligations with respect to Losses for the conduct of any Remedial Actions (“Remediation Losses”) shall be limited to such Remedial Actions that are (i) required by Environmental Law, including any investigations that result in or give rise to other legally-required Remedial Actions, or (ii) reasonably necessary to defend or respond to a Third Party Claim. TDCC shall conduct any such Remedial Action in a reasonably cost effective manner (“Reasonably Cost Effective Manner”). 36 The Reasonably Cost Effective Manner shall be limited to the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, as of the Closing Date, are allowed under applicable Environmental Law, and the least costly methods that are allowed under applicable Environmental Law and that are approved by, or are otherwise acceptable to, applicable Governmental Authorities, employing where applicable risk based remediation standards, deed restrictions and institutional controls. The Reasonably Cost Effective Manner shall not include any standards or methods that unreasonably interfere with any operations conducted at a subject site as of the Closing Date. . (c) Splitco shall not be responsible for, and shall have no indemnification obligations relating to, any Losses relating to any Pre-Closing Environmental Liability to the extent caused by or arising from (i) any changes in Environmental Law subsequent to the Closing; (ii) any change of the use classification of a real property owned or leased by the JV Entity or any JV Subsidiary subsequent to the Closing from industrial to commercial or residential or from commercial to residential; or (iii) any sampling and laboratory analysis by or on behalf of TDCC after the Closing of any soil or groundwater unless such sampling and analysis is (A) required pursuant to Environmental Law; (B) required pursuant to any lease or other contract to which the JV Entity or any JV Subsidiary became a party prior to the Closing Date; (C) required by any Governmental Authority; (D) a continuation of any sampling and analysis program that was initiated by the JV Entity or any JV Subsidiary prior to the Closing Date; (E) conducted in response to a Third Party Claim regarding Hazardous Materials; or (F) conducted in response to any post-Closing discovery of a condition that poses an imminent and substantial threat to health or the environment.