Common use of After Closing Clause in Contracts

After Closing. Seller shall have access to Plant for environmental remediation work on the following terms and conditions: (i) Seller retains a right of access to Plant after the Closing for purposes of conducting environmental remediation work. Seller shall make every reasonable effort in implementing the work to reduce to the extent practicable any interference with Buyer's operations at and use of the property in question. Seller shall coordinate its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller shall conduct all such environmental remediation work in accordance with all applicable laws and regulations, and shall obtain all necessary permits for such work. Buyer shall promptly provide, upon Seller's request, any signatures required for permit applications or other documentation in connection with the conduct of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance with respect to such work, in each case in commercially reasonable limits, and shall name Buyer as an additional insured in each such policy. (ii) If in the conduct of environmental remediation work, the Business Assets are damaged due to the action or inaction of Seller or Seller's agent and such damage results in an interruption of the Business as conducted by Buyer, Seller shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due to such interruption, but only to the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurance. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best efforts, consistent with its ownership, use and operation of the Business Assets and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01. In the event Buyer takes any action that materially and unreasonably increases the cost of any such remediation, Buyer shall be responsible for such increased cost.

After Closing. Seller Ivanhoe Holdings and the Contributors jointly shall cause each of the Subject Companies to make, on a timely basis, all required tax filings or amendments to prior filings (the “Subject Tax Filings”) in respect of the current taxation year and any prior taxation year for which filings have not been made as of Closing (or in respect of which amendments of prior filings are required) provided that neither party shall have any responsibility for delays attributable to the existence or continuance of conditions or circumstances existing as of the Closing that prevent or delay the applicable filings. In connection with the preparation and filing of any Subject Tax Filings, Ivanhoe Holdings and the Contributors shall jointly retain the Designated Accountants (as defined below). The Designated Accountants shall be instructed by the parties to prepare a draft of the Subject Tax Filings based on the financial statements of the applicable Subject Company for the relevant period; upon completion of such draft filings, the Designated Accountants will provide such drafts, and any relevant supporting materials, to each of the parties. Each of the parties shall, within 15 days after receipt of same, provide concurrently to the Designated Accountants and the other party any comments or proposed amendments to such draft filings. The Designated Accountants shall consider any such comments or proposed amendments received prior to such deadline and then forthwith finalize and deliver to the parties the applicable Subject Tax Filings and upon receipt of same the parties shall then cause the Subject Companies forthwith thereafter to file such Subject Tax Filings in the form prepared by the Designated Accountants. Each of Ivanhoe Holdings and the Transferors shall provide the Designated Accountants with access to Plant for environmental remediation work on the following terms books, files and conditions: (i) Seller retains a right of access to Plant after the Closing for purposes of conducting environmental remediation work. Seller shall make every reasonable effort in implementing the work to reduce records relating to the extent practicable any interference with Buyer's operations at and use Subject Companies or the Spanish Interests for the purpose of the property in question. Seller shall coordinate performing its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller shall conduct all such environmental remediation work responsibilities in accordance with all applicable laws and regulations, the foregoing and shall obtain all necessary permits for provide such workother cooperation and instructions as the Designated Accountants may require in performing such responsibilities. Buyer shall promptly provide, upon Seller's request, any signatures required for permit applications or other documentation in connection with the conduct Each of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance with respect to such work, in each case in commercially reasonable limits, and shall name Buyer as an additional insured in each such policy. (ii) If in the conduct of environmental remediation work, the Business Assets are damaged due to the action or inaction of Seller or Seller's agent and such damage results in an interruption of the Business as conducted by Buyer, Seller shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due to such interruption, but only to the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurance. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best efforts, consistent with its ownership, use and operation of the Business Assets Ivanhoe Holdings and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01. In the event Buyer takes any action that materially and unreasonably increases the cost of any such remediation, Buyer Transferors shall be responsible for 50% of all amounts payable to the Designated Accountants in connection with such increased costservices. “Designated Accountants” means Ernst & Young (or if Ernst & Young is not willing to accept such responsibilities, another internationally recognized accounting firm, acceptable to each of the Contributors and Ivanhoe Holdings, both acting reasonably). Ivanhoe Holdings and the Transferors shall provide the other and its auditors, during normal business hours at any time and from time to time after Closing to and until the Final Adjustment Date (or, in the case of a tax reassessment relating to any period prior to Closing, at any time after Closing), upon reasonable prior notice, access to its books, files and records relating exclusively to the Property, the Subject Companies or the Spanish Interests, for the purpose of preparation of financial statements, tax returns or other filings for the Subject Companies, or audits relating thereto, calculating or verifying the amount of any Closing Adjustments, percentage rent, Rechargeable Sums and Rechargeable Sum Estimates or, in the case of the Transferors, for the purpose of obtaining information required to complete any audit of the financials of ▇▇▇▇▇ Corp. and/or TMLP or for any other legitimate business purpose.

After Closing. From and after the Closing until the Bolt Sale Deadline (subject to Section 7.04(d) and any agreements binding on Buyer or any of its Affiliates with respect to Bolt), Buyer or its Affiliates shall keep Seller reasonably informed on a current basis of the status, details and progress of any material developments and events relating to the Bolt Process and any Bolt Sale and shall have access reasonably promptly provide to Plant for environmental remediation work on Seller information received by Buyer or any of its Affiliates relating to a potential Bolt Sale, including copies of any marketing or informational materials, current interim drafts of any Bolt Sale Agreement, and shall provide Seller reasonable time to review such documents. From and after the following terms and conditions: Closing until the later of (i) Seller retains the Bolt Sale Deadline and (ii) the consummation of the Bolt Sale, if a right Bolt Sale Agreement is executed prior to the Bolt Sale Deadline, (A) Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts within its control to cause Bolt to be operated substantially in the ordinary course of access business consistent with past practice, and (B) except in connection with a Bolt Sale Agreement or with the consent of Seller, shall not sell or transfer any of the Bolt Interest to Plant third parties or pledge, dispose of, mortgage or subject to any Lien (in each case other than Permitted Liens) any of the Bolt Interest. From and after the Closing for purposes of conducting environmental remediation work. Seller shall make every reasonable effort in implementing the work to reduce to the extent practicable any interference with Buyer's operations at and use of the property in question. Seller shall coordinate Closing, Buyer or its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller Affiliates shall conduct all such environmental remediation work the Bolt Process in accordance with all applicable laws the Bolt Policies and regulationsProcedures, including, without limitation, (i) consulting with and shall obtain all necessary permits taking into account the advice of the investment bankers working on the Bolt Process prior to the date hereof, (ii) soliciting proposals for such worka Bolt Sale, (iii) engaging in good faith negotiations and discussions with one or more third parties, if applicable, with respect to a Bolt Sale, (iv) promptly furnishing information concerning Bolt to third parties, if applicable, in response to proposals or inquiries for a Bolt Sale, (v) using good faith efforts to negotiate and enter into any definitive agreement with respect to any Bolt Sale and (vi) using good faith efforts to consummate a Bolt Sale as promptly as reasonably practicable. Buyer shall promptly provide, upon Seller's request, reasonably consult with Seller with respect to the Bolt Process and the terms and conditions of any signatures required for permit applications or other documentation in connection with the conduct of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance Bolt Sale prior to entering into a definitive agreement with respect to such workBolt Sale, in each case in commercially reasonable limits, accordance with and shall name subject to the Bolt Policies and Procedures. Parent and Seller acknowledge that the sole obligations of Buyer as an additional insured in each such policy. (ii) If in to Parent and Seller with respect to the conduct of environmental remediation workthe Bolt Process and the Bolt Sale are those set forth in this Section 7.14(b) and in the Bolt Policies and Procedures and Buyer shall have no other obligations to Parent and Seller, the Business Assets are damaged due express or implied, with respect to the action or inaction conduct of the Bolt Process and the Bolt Sale; it being understood that nothing in this sentence is intended to affect the rights of Seller or Seller's agent under Sections 2.03 and such damage results in an interruption of the Business as conducted by Buyer, Seller shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due to such interruption, but only to the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurance2.04. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best efforts, consistent with its ownership, use and operation of the Business Assets and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01. In the event Buyer takes any action that materially and unreasonably increases the cost of any such remediation, Buyer shall be responsible for such increased cost.

After Closing. Within thirty (30) days after Closing, Seller shall make available for delivery to Buyer at Seller's offices all of Seller's lease files, abstracts and title opinions, division order files, production records, well files, copies of accounting records (but not including general financial accounting or tax accounting records), and other similar files and records that directly relate to the Properties. Notwithstanding the foregoing, Seller shall not be required to deliver to Buyer materials that Seller considers proprietary or confidential or that Seller legally cannot provide to Buyer without breaching, or risking a breach of, confidentiality agreements with other parties. It is expressly understood that Buyer is not entitled to acquire any records except as expressly provided in Section 1. hereof. Seller may retain such files, or copies thereof, or such information as it deems necessary for all purposes, including but not limited to, preparing a Final Settlement Statement as provided in Section 16., or for purposes of filing tax returns covering the Properties. Any files or materials retained by Seller after Closing pursuant hereto, shall be sent to Buyer as soon as reasonably practicable after final payment is made in accordance with the Final Settlement Statement. Seller may, at its own expense, have access to Plant and make copies of all, or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for environmental remediation work as long as the Properties remain in effect. As to those ▇▇▇▇▇ which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the following Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller was unable to obtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and conditions: (i) Buyer promptly shall file all forms required by any governmental agency having authority, to change the operator from Seller retains a right of access to Plant after the Closing for purposes of conducting environmental remediation workBuyer. Seller shall make every reasonable effort in implementing operate the work to reduce to Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or law requires. As soon as practicable thereafter, operations shall be turned over to, and become the responsibility of, Seller's successor as Operator To the extent practicable Seller so operates any interference with Buyer's operations at and use of Property after the property in question. Seller shall coordinate Effective Date, its need obligations to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller shall conduct all such environmental remediation work in accordance with all applicable laws and regulations, and shall obtain all necessary permits for such work. Buyer shall promptly provide, upon Seller's request, any signatures required for permit applications or other documentation in connection with the conduct of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance with respect to such work, in each case in commercially reasonable limits, and shall name Buyer as an additional insured in each such policy. (ii) If in the conduct of environmental remediation work, the Business Assets are damaged due to the action or inaction of Seller or Seller's agent and such damage results in an interruption of the Business as conducted by Buyer, Seller operations shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due no greater than those that it would have to such interruption, but only to a non-operator under the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurance. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best efforts, consistent with its ownership, use and operation of the Business Assets and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01applicable operating agreement. In the event absence of an operating agreement, those terms and provisions contained in the AAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, UNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all ▇▇▇▇▇ acquired by Buyer takes any action that materially hereunder which Seller continues to operate on behalf of Buyer and unreasonably increases for Buyer's account after the cost Effective Date because a successor operator has not been approved by the requisite governmental authority, or consent of any non-operators has not been obtained, by mutual agreement or otherwise, Seller will be paid the producing well overhead rates shown in the operating agreement applicable to such remediation▇▇▇▇▇ and if there is no such established rate, Buyer shall be responsible pay Seller for such increased costits proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or any part thereof, for each well.

After Closing. Seller Buyer shall have access use commercially reasonable efforts to Plant for environmental remediation work on the following terms and conditions: effect (i) Seller retains a right the repayment or other elimination of access to Plant after the Closing for purposes Specified Intra-Janus Loans and the Intra-Spain Loan, and (ii) the distribution, dividend or other payment of conducting environmental remediation work. Seller shall make every reasonable effort in implementing the work to reduce proceeds (or equivalent) thereof up the corporate entity chain to the extent practicable any interference with Buyer's operations at and use of the property in question. Seller shall coordinate its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those Affiliate of Buyer where remediation work occurs in areas of that is the Buyer's operationsholding company, directly or indirectly, for the relevant borrower and Jersey Holdco (collectively, the “Specified Unwind Transactions”) as promptly as practicable after Closing. Seller shall conduct all such environmental remediation work Any notice delivered by Sellers in accordance with all applicable laws Section 7.18(b) shall include a proposed plan for the Specified Unwind Transactions in accordance with the preceding sentence of this Section 7.18(c), which shall, for the avoidance of doubt, not provide for any circular flow of cash between the Affiliate of Buyer that is the holding company, directly or indirectly, for the relevant borrower and regulationsJersey Holdco, Jersey Holdco and shall obtain all necessary permits the Designated Non-US Purchased Subsidiary, for such workBuyer’s review and comment. Buyer shall promptly provide, upon Seller's request, any signatures required for permit applications or other documentation provide Sellers such information as Sellers may reasonably request with respect to Buyer and its Subsidiaries in connection with such proposed plan. Buyer and Sellers shall reasonably cooperate to determine the conduct of such work. Seller form, timing (which shall maintain commercial general liability insurance include Buyer and worker's compensation insurance with respect Sellers considering in good faith any holding period requirements specified in Applicable Law, including any applicable tax treaty, as a condition to such work, obtaining an exemption from or reduction in each case in commercially reasonable limits, and shall name Buyer as an additional insured in each such policy. any Tax (iiincluding withholding Tax) If in the conduct of environmental remediation work, the Business Assets are damaged due that may apply to the action Specified Unwind Transactions) and manner in which the Specified Unwind Transactions shall be effected and Buyer shall not implement any Specified Unwind Transaction without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or inaction of Seller or Seller's agent and such damage results delayed); provided that Buyer shall not be required to implement the Specified Unwind Transactions in an interruption a manner that minimizes the amount of the Business Excess Foreign Cash Costs (and Sellers shall not withhold consent on such basis) if such manner would delay the Specified Unwind Transactions from occurring as conducted by Buyer, Seller shall be liable for all Losses and consequential damages, including lost profits or business opportunities, due to such interruption, but only to the extent such Losses or consequential damages are not covered by Buyer's business interruption or other insurancepromptly as practicable after Closing. (iii) At the conclusion of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary for the work such as groundwater monitoring equipment. (iv) Buyer agrees to use its reasonable best efforts, consistent with its ownership, use and operation of the Business Assets and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01. In the event Buyer takes any action that materially and unreasonably increases the cost of any such remediation, Buyer shall be responsible for such increased cost.

After Closing. Seller, in Seller’s sole discretion, may elect to grant an LPOA to selected Buyer employees. If Seller shall have access elects to Plant for environmental remediation work on the following terms and conditions: (i) grant an LPOA, Seller retains will provide it to Buyer within a right of access to Plant reasonable time after the Closing Date. If Buyer is granted an LPOA, Buyer, at ▇▇▇▇▇’s expense, must prepare and execute on behalf of Seller, within a reasonable time [but in no event later than the earlier of (1) the second anniversary date of the Closing Date, and (2) the date the applicable Receiver chooses, in its sole discretion, to terminate the applicable receivership of the applicable Failed Bank], all Transfer Documents not delivered by Seller to Buyer at Closing. All Transfer Documents prepared by Buyer must be in appropriate form suitable for purposes of conducting environmental remediation work. Seller shall make every reasonable effort filing or recording, if applicable, in implementing the work to reduce relevant jurisdiction and otherwise subject to the extent practicable any interference with Buyer's operations at limitations set forth in this LSA, and use Buyer is solely responsible for the preparation, contents, and form of the property in question. Seller shall coordinate its need to access the Plant with Buyer's local management, including providing at least ten days' advance notice of Seller's intent to enter the Plant to conduct environmental remediation work, with such notice to include a description of Seller's plans for such work. Seller shall coordinate its plans with those of Buyer where remediation work occurs in areas of the Buyer's operations. Seller shall conduct all such environmental remediation work in accordance with all applicable laws and regulations, and shall obtain all necessary permits for such workdocuments. Buyer shall promptly provide, upon Seller's request, expressly releases Seller from any signatures required for permit applications loss or other documentation in connection with the conduct of such work. Seller shall maintain commercial general liability insurance and worker's compensation insurance with respect to such work, in each case in commercially reasonable limits, and shall name damage incurred by Buyer as an additional insured in each such policy. (ii) If in the conduct of environmental remediation work, the Business Assets are damaged due to the contents and form of any documents prepared by ▇▇▇▇▇, and ▇▇▇▇▇ agrees to indemnify, defend, and hold harmless Seller for any and all actions or causes of action or inaction of Seller or Seller's agent and such damage results in an interruption by any person, including ▇▇▇▇▇, arising out of the Business as conducted by Buyercontents or form of the Transfer Documents, Seller shall be liable for all Losses and consequential damagesincluding, including lost profits or business opportunitieswithout limitation, due to such interruption, but only any claim relating to the extent such Losses adequacy or consequential damages are not covered by Buyer's business interruption or other insurance. (iii) At the conclusion inadequacy of any environmental remediation project by Seller at the Plant, Seller shall promptly dispose of and/or decontaminate all rubbish and debris caused by or otherwise associated with such work, and shall remove all equipment, materials and supplies, and shall restore the property in question to its condition immediately prior to the initiation of the work and leave the same ready for ordinary use, taking into account any necessary above-ground fixtures necessary documents or instruments for the work such as groundwater monitoring equipment. (iv) Buyer purposes intended. Notwithstanding the foregoing, ▇▇▇▇▇ agrees not to use the LPOA to execute conveyances of real property, including, without limitation, any quitclaim deed pursuant to Section 2.6 or any Special Warranty Deed pursuant to Section The form that ▇▇▇▇▇ agrees to use for endorsing promissory notes or preparing allonges to promissory notes is as follows: Without Recourse‌ FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for By: Name: Attorney-in-Fact‌‌ All other documents of assignment, conveyance, or transfer must contain this sentence: “This assignment is made without recourse, representation, or warranty, express or implied, by the Federal Deposit Insurance Corporation (FDIC) in its reasonable best efforts, consistent with corporate capacity or in its ownership, use and operation of the Business Assets and the Business, not to take affirmative action (including building or construction activities) that materially and unreasonably increases the cost of any remediation for which Seller is responsible under Section 17.01. In the event Buyer takes any action that materially and unreasonably increases the cost of any such remediation, Buyer shall be responsible for such increased costreceivership capacity.”‌