OTHER RESPONSE ACTIONS Sample Clauses

OTHER RESPONSE ACTIONS. If Response Action is required for matters, events or occurrences subject to indemnification under SECTION 9.2 other than the Shareholders' Environmental Escrow Obligations as described in this SECTION 9.3, the Purchaser shall cause the performance of such Response Action, and all reasonable costs and expenses associated with performance of such Response Action, including, but not limited to, those of third party independent consultants and/or contractors, shall, subject to the Shareholders' Minimum Amount, be paid from the Escrow Deposit in accordance with the terms of the Escrow Agreement upon review and approval of statements and invoices associated with such costs and expenses by Shareholders' Representative. For any such Response Action, Purchaser's Indemnified Parties will select the contractors and a consulting engineer to oversee the Response Action who shall be reasonably acceptable to, and approved in advance in writing by any Shareholders' Representative (such approval not to be withheld unreasonably). All costs and expenses of such Response Action, subject to the Shareholders' Minimum Amount, shall be paid either directly or in the form of reimbursement to Purchaser's Indemnified Parties by the Shareholders from the Escrow Deposit. Costs and expenses of a Response Action shall include, but not be limited to, the charges of such contractor(s), the consulting engineer, and Purchaser's Indemnified Parties' reasonable attorneys' and paralegals' fees and costs incurred in connection with monitoring or review of such Response Actions. If such Shareholders' Representative disputes the reasonableness of any costs or expenses associated with such Response Action undertaken by Purchaser, the Shareholders' Representative shall consent to the payment of such costs or expenses as are not disputed, and the payment dispute procedure set forth in the Escrow Agreement shall apply.