Common use of Environmental Response Clause in Contracts

Environmental Response. If Buyer is required by Environmental Laws to perform any Response Action as a direct result of Seller’s breach of Section 4.17: (a) Buyer will promptly give notice to Seller of the alleged breach of Section 4.17 giving rise to the required Response Action. Seller will have 60 days from receipt of Buyer’s notice to elect to perform the Response Action; except that, if Buyer is subject to a legal directive to implement any Response Action within a shorter time (the “Deadline”), then Seller will have up to 5 Business Days before the Deadline to elect to implement the Response Action; (b) If Seller elects to perform such Response Action, it will have the exclusive right to negotiate all Response Action elements with the Governmental Entities, and Buyer will cooperate fully with Seller in the Response Action, including, without limitation, granting such easements, covenants and rights of access to Seller as may be necessary to complete the work; provided, however, that Seller and Buyer will consult in good faith to assure that the Response Action will not unduly interfere with Buyer’s operations or result in material cost or prejudice to Buyer; and (c) All amounts paid and expenses incurred by Seller pursuant to this Section 12.5 will be considered indemnification payments under Section 12.3, and will be limited by and included in, the limitations on Seller’s indemnification obligations set forth in Sections 12.1 and 12.2.