AUTHORITIES WITH RESPECT TO SUCH REMEDIAL
ACTIONS; PROVIDED THAT CONTROLLING PARTY SHALL HAVE THE SOLE RIGHT TO NEGOTIATE
WITH ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO THE TIMING, SCOPE AND OTHER
CONDITIONS, AND FINAL RESOLUTION OF ANY SUCH REMEDIAL ACTION.
(VI)
THE SELECTION BY THE CONTROLLING PARTY OF (A) ANY CONSULTANTS
INVOLVED IN ANY REMEDIAL ACTIONS AND (B) THE TYPE AND SCOPE OF ANY REMEDIAL
ACTION AND ANY RELATED WORKPLANS, INCLUDING THE LOCATION OF ANY RECOVERY,
MONITORING OR OTHER REMEDIAL WELLS, SHALL BE SUBJECT TO THE APPROVAL OF THE
NON-CONTROLLING PARTY, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED.
(VII)
NOTWITHSTANDING ANY APPROVAL REQUIRED UNDER
SECTION 6(G)(VI) ABOVE, ANY REMEDIAL ACTIONS CONDUCTED IN CONNECTION WITH ANY
ENVIRONMENTAL INDEMNIFICATION CLAIM SHALL (A) BE CONDUCTED IN ACCORDANCE WITH
ALL APPLICABLE ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS AND IN A
WORKMANLIKE MANNER AND (B) WHERE SELLER IS THE CONTROLLING PARTY, TO THE EXTENT
REASONABLY PRACTICABLE FROM AN ECONOMIC AND ENGINEERING STANDPOINT, AVOID UNDUE
INTERFERENCE WITH THE ONGOING BUSINESS OPERATIONS OF THE TARGET BUSINESS;
PROVIDED THAT, WHERE THE SELLER IS THE INDEMNIFYING PARTY, IN NO CASE SHALL THE
SELLER BE REQUIRED TO CONDUCT, OR INDEMNIFY ANY BUYER INDEMNIFIED PARTY FOR, ANY
REMEDIAL ACTION OTHER THAN IN ACCORDANCE WITH THE STANDARDS AND LIMITATIONS
PROVIDED IN SECTION 6(E)(VII).
(VIII)
THE PARTIES SHALL USE THEIR REASONABLE BEST EFFORTS TO COOPERATE
WITH EACH OTHER IN ALL MATTERS RELATING TO ANY ENVIRONMENTAL INDEMNIFICATION
CLAIM, OR ANY CLAIMS BY OR AGAINST THIRD PARTIES RELATING THERETO, INCLUDING
ACCESS PROVIDED BY BUYER TO INFORMATION OR COPIES OF DOCUMENTATION NECESSARY TO
RESPOND TO ANY REQUEST BY ANY GOVERNMENTAL AUTHORITY; PROVIDED THAT, IF SUCH
ACCESS WOULD REQUIRE THE PARTIES TO REVEAL INFORMATION THAT WOULD OTHERWISE BE
PROTECTED BY ATTORNEY-CLIENT PRIVILEGE OR ANY ATTORNEY WORK PRODUCT DOCTRINE, OR
OTHER PRIVILEGE PERTAINING TO CONFIDENTIALITY, THEN BUYER AND SELLER SHALL ENTER
INTO A REASONABLE CONFIDENTIALITY AGREEMENT, JOINT DEFENSE OR SIMILAR AGREEMENT
GOVERNING THE TERMS AND CONDITIONS OF SUCH ACCESS AND REASONABLY CALCULATED TO
PRESERVE CONFIDENTIALITY AND THE APPLICABLE PRIVILEGES.
(IX)
IN CONNECTION WITH ANY ENVIRONMENTAL INDEMNIFICATION CLAIM, BUYER
SHALL PROVIDE ACCESS TO, AND SELLER SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, AT REASONABLE TIMES AND AFTER REASONABLE NOTICE, TO ENTER ON, THE
APPLICABLE REAL PROPERTY (A) IF SELLER IS THE CONTROLLING PARTY, TO CONDUCT ANY
REMEDIAL ACTION (SUBJECT TO THE TERMS OF THIS SECTION 6(G)) AND (B) IF SELLER IS
THE NON-CONTROLLING PARTY, TO MONITOR BUYER'S PERFORMANCE OF ANY REMEDIAL
ACTION, INCLUDING TAKING SPLIT SAMPLES AT ITS OWN EXPENSE.
(X)
IN THE EVENT OF A DISAGREEMENT BETWEEN THE CONTROLLING PARTY AND
THE NON-CONTROLLING PARTY REGARDING THAT TYPE AND SCOPE OF ANY REMEDIAL ACTION,
THE PARTIES SHALL CONSULT WITH THEIR RESPECTIVE RESPONSIBLE EXECUTIVES WHO WILL
UNDERTAKE REASONABLE BEST EFFORTS TO RESOLVE THE DISAGREEMENT IN GOOD FAITH.
48
(XI)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, WITHOUT THE
INDEMNIFYING PARTY'S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD,
INDEMNIFIED PARTY SHALL HAVE NO RIGHT TO (A) ENTER INTO ANY ORDERS OR OTHER
LEGALLY-BINDING AGREEMENTS WITH ANY GOVERNMENTAL AUTHORITIES,