Environmental cooperation. Buyer and Seller covenant with each other that they shall cooperate fully with each other and act in good faith in implementing this Article 13. Buyer and Seller agree that the performance required by the covenant set forth in the preceding sentence shall include, but not be limited to: (a) providing to the other timely notice of all potential Environmental Liabilities that they believe are covered under this Article 13 about which they become aware; (b) sharing with the other in a timely manner all material non-privileged correspondence received from any third party that is relevant to such potential Environmental Liabilities; (c) affording the other timely access to and an opportunity to comment on (both draft and final versions) any material non-privileged correspondence to third parties, non-privileged study protocols and results, drawings, charts, data, field notes and remediation workplans or reports, or other non-privileged documentation relating to such Environmental Liabilities; (d) providing the other with timely notice of and an opportunity to attend and participate in any meetings or hearings with governmental bodies or courts relating to any Environmental Liabilities that they believe are covered under this Article 13, subject to the permission or consent of such governmental bodies or courts, if required; (e) preparing all material strategies and plans in consultation with each other; (f) consulting with each other to ensure that any work under this Article 13 is performed in a workmanlike and cost-effective manner; (g) negotiating access agreements and scheduling all work to be performed so as to minimize any unreasonable cost and inconvenience to each other; and (h) performing all work under this Article 13 in accordance with all applicable SH&E Laws or related Legal Requirements.
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Sources: Asset Purchase Agreement (Tosco Corp), Asset Purchase Agreement (Ultramar Diamond Shamrock Corp)
Environmental cooperation. Buyer and Seller covenant with each other that they shall cooperate fully with each other and act in good faith in implementing this Article 13. Buyer and Seller agree that the performance required by the covenant set forth in the preceding sentence shall include, but not be limited to: (a) providing to the other timely notice of all potential Environmental Liabilities that they believe are covered under this Article 13 about which they become aware; (b) sharing with the other in a timely manner all material non-privileged correspondence received from any third party that is relevant to such potential Environmental Liabilities; (c) affording the other timely access to and an opportunity to comment on (both draft and final versions) any material non-non- privileged correspondence to third parties, non-privileged study protocols and results, drawings, charts, data, field notes and remediation workplans or reports, or other non-privileged documentation relating to such Environmental Liabilities; (d) providing the other with timely notice of and an opportunity to attend and participate in any meetings or hearings with governmental bodies or courts relating to any Environmental Liabilities that they believe are covered under this Article 13, subject to the permission or consent of such governmental bodies or courts, if required; (e) preparing all material strategies and plans in consultation with each other; (f) consulting with each other to ensure that any work under this Article 13 is performed in a workmanlike and cost-effective manner; (g) negotiating access agreements and scheduling all work to be performed so as to minimize any unreasonable cost and inconvenience to each other; and (h) performing all work under this Article 13 in accordance with all applicable SH&E Laws or related Legal Requirements.
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