Common use of RESPONSE ACTION Clause in Contracts

RESPONSE ACTION. If any investigation or monitoring or any clean-up, --------------- containment, restoration, removal or other Remediation (collectively the "Response Action") is required under any applicable Environmental Law or in --------------- order to comply with any agreements assigned under this Agreement affecting any Business Facility or other property because of, or in connection with, any occurrence or event described in paragraph (a) above, Parent, GPX and Sellers shall jointly and severally have the obligation to either perform or cause to be performed the Response Action in compliance with Requirements of Environmental Laws, or shall promptly reimburse the Buyer Indemnified Persons for the cost of such Response Action. In the event that Parent, GPX and Sellers elect to perform the Response Action, all Response Action shall be performed by one or more contractors, selected by Parent, GPX or Sellers, as the case may be, and approved in advance in writing by the Buyer Indemnified Persons, with such approval not to be unreasonably withheld, and under the supervision of a consulting engineer, selected by Parent, GPX or Sellers, as the case may be, and approved in advance in writing by the Buyer Indemnified Persons with such approval not to be unreasonably withheld. Otherwise, the Buyer Indemnified Persons shall select the contractor(s) and the consulting engineer with approval by Seller not to be unreasonably withheld. All costs and expenses of such Response Action shall be paid either directly, or in the form of reimbursement to the Buyer Indemnified Persons, by Parent, GPX or Sellers, as the case may be, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and, if the Buyer must undertake Response Action, the Buyer Indemnified Persons' reasonable attorneys' fees and costs incurred in connection with monitoring or review of such Response Action. In the event Parent, GPX or Sellers shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Response Action, the Buyer Indemnified Persons may cause such Response Action to be performed after giving Parent, GPX and Sellers at least fifteen days advance written notice of the intention to perform such Response Action, and all costs and expenses thereof, or incurred in connection therewith, shall be Damages. All such Damages shall be due and payable upon demand therefor by an Buyer Indemnified Person.