REACH AGREEMENTS WITH GOVERNMENTAL ENTITIES AND THIRD PARTIES; PROVIDED,
HOWEVER, THAT WHEN OR IF ANY OF THE FOREGOING MAY IN ANY WAY AFFECT EITHER
BUYER'S OPERATION OF THE ACQUIRED ASSETS OR THE BUSINESS, SELLERS SHALL CONSULT
WITH BUYERS AND KEEP BUYERS REASONABLY APPRISED OF MAJOR DEVELOPMENTS WITH
RESPECT TO SUCH EXCLUDED ENVIRONMENTAL LIABILITY AND SELLERS SHALL NOT TAKE ANY
ACTION THAT WOULD ADVERSELY IMPAIR EITHER BUYER'S USE OF THE ACQUIRED ASSETS FOR
INDUSTRIAL PURPOSES WITHOUT SUCH BUYER'S EXPRESS WRITTEN CONSENT, NOT TO BE
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UNREASONABLY WITHHELD OR DELAYED.
EACH BUYER AGREES THAT IT SHALL NOT
INDEPENDENTLY DISCLOSE, NEGOTIATE, OR OTHERWISE COMMUNICATE WITH GOVERNMENT
ENTITIES OR OTHER THIRD PARTIES AS TO SUCH EXCLUDED ENVIRONMENTAL LIABILITY,
UNLESS SELLERS HAVE AGREED, IN WRITING, TO SUCH BUYER'S PARTICIPATION OR
INVOLVEMENT IN SUCH COMMUNICATIONS OR SUCH COMMUNICATIONS ARE REQUIRED UNDER
ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS.
FOR AVOIDANCE OF DOUBT, THE
PARTIES AGREE THAT SELLERS HAVE RECEIVED TIMELY NOTICE OF, AND HAVE UNDERTAKEN
PRINCIPAL MANAGEMENT WITH RESPECT TO, THE HENDERSON LEGACY CONTAMINATION.
(III)
IN CONNECTION WITH ANY REMEDIAL ACTION
RELATING TO ANY EXCLUDED ENVIRONMENTAL LIABILITY AFFECTING ANY OF THE ACQUIRED
ASSETS: (A) EACH BUYER AGREES TO PROVIDE SELLERS WITH REASONABLE ACCESS TO ALL
RELEVANT PROPERTIES, PERSONNEL, DOCUMENTS AND OTHER INFORMATION, AND SELLERS
AGREE TO USE REASONABLE BEST EFFORTS TO MINIMIZE MATERIAL INTERFERENCE WITH SUCH
BUYER'S ONGOING OPERATION OF ANY ACQUIRED ASSETS OR THE ACQUIRED BUSINESS TO THE
EXTENT PRACTICABLE; (B) EACH BUYER SHALL REASONABLY COOPERATE WITH SELLERS'
EFFORTS IN CONDUCTING THE REMEDIAL ACTION, AND SELLERS SHALL COMPLY WITH SUCH
BUYER'S REASONABLE REQUIREMENTS RELATING TO THE PROTECTION OF ANY ACQUIRED
ASSETS OR THE BUSINESS; (C) EACH BUYER AGREES TO FACILITATE ANY INSTITUTIONAL
CONTROLS, DEED NOTICES OR OTHER RISK-BASED REMEDIATION APPROACHES PERMITTED BY
ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS, PROVIDED THAT SUCH APPROACHES
REASONABLY SEEK TO MINIMIZE ANY MATERIAL LIMITATIONS ON THE SUCH BUYER'S ABILITY
TO USE ANY ACQUIRED ASSETS IN CONNECTION WITH CONTINUED OPERATION OF THE
ACQUIRED BUSINESS; (D) EACH OF BUYERS AND SELLERS SHALL USE THEIR REASONABLE
BEST EFFORTS TO PREVENT ANY UNREASONABLE INTERFERENCE WITH BUSINESS OPERATIONS
ON THE RELEVANT PROPERTY; AND (E) THE PARTIES AGREE TO REASONABLY COOPERATE WITH
ONE ANOTHER AND KEEP ONE ANOTHER REASONABLY INFORMED OF MATERIAL DEVELOPMENTS.
(IV)
SELLERS SHALL NOT HAVE ANY OBLIGATION TO
BUYERS TO TAKE OR PERFORM REMEDIAL ACTION WITH RESPECT TO AN EXCLUDED
ENVIRONMENTAL LIABILITY AFFECTING ANY OF THE ACQUIRED ASSETS AFTER CLOSING
UNLESS (A) A THIRD PARTY CLAIM HAS BEEN ASSERTED, OR (B) REMEDIAL ACTION IS
REQUIRED PURSUANT TO ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS. ANY
OBLIGATION OF SELLERS TO CONDUCT OR FUND ANY REMEDIAL ACTION AFFECTING ANY OF
THE ACQUIRED ASSETS SHALL BE DEEMED SATISFIED UPON COMPLETION OF SUCH ACTION IN
A MANNER WHICH IS ACCEPTABLE TO THE RELEVANT GOVERNMENTAL ENTITY OR OTHERWISE
ATTAINS COMPLIANCE WITH ENVIRONMENTAL HEALTH AND SAFETY REQUIREMENTS.
(V)
NOTHING IN THIS SECTION 6(L), NOR ANY OTHER
PROVISION OF THIS AGREEMENT, SHALL BE CONSTRUED TO INDICATE THAT EITHER BUYER IS
IN ANY WAY LIABLE OR OTHERWISE RESPONSIBLE FOR ANY EXCLUDED ENVIRONMENTAL
LIABILITIES, AS IT