Common use of ACCEPTANCE OF LIABILITY Clause in Contracts

ACCEPTANCE OF LIABILITY. In the event that the Seller admits that it has any liability to the Purchaser under the Indemnity (or where the Seller agrees to accept the Purchaser's claim as falling within the Indemnity notwithstanding the fact that no Environmental Liability may at that point in time have arisen): 12.1 Subject to consulting with and paying reasonable regard to the views of the Purchaser, the Seller shall have the right independently to determine whatever measures are appropriate in order to remediate pursuant to applicable Environmental Laws the subject matter of the claim under the Indemnity and furthermore the Seller shall have the right independently to carry out such remediation itself (or through suitable third party agents or contractors) provided that in so doing the Seller (or its said agents or contractors) shall be obliged to use reasonable endeavours to avoid causing undue interruption to the conduct of the business of the Company and/or its Affiliates; 12.2 The Seller and/or its agents and contractors shall, in addition to the rights of access provided for in paragraph 9 above, be free to have access to the Site(s) if currently owned, leased or, where within the power of the Company and its Affiliates, during normal business hours after reasonable prior notice, and if so required, in the presence of authorised representatives of the Purchaser, to carry out the remediation referred to in sub-paragraph 12.1 above provided that the Seller (or its agents or contractors) shall be obliged to use reasonable endeavours to avoid causing undue interruption to the conduct of the business of the Company and/or its Affiliates. 12.3 The Seller shall exercise reasonable care in the exercise of its powers and rights pursuant to this paragraph 12 and shall exercise reasonable skill, care and diligence in carrying out any works and shall not use any materials which are not in accordance with the recommendations of relevant authorities and codes of practice. The Seller shall procure that the contractors and consultants engaged to carry out and advise on the works are bound by obligations in the same terms of reasonable skill, care and diligence as herein before mentioned and otherwise engaged on market terms at the time and shall procure suitable warranties in accordance with normal market practice at the time from the contractors and consultants in favour of the Purchaser. The Seller shall not carry out the works itself but shall always engage external contractors and consultants approved by the Purchaser such approval not to be unreasonably withheld or delayed.

ACCEPTANCE OF LIABILITY. In the event that the Seller admits that it has any liability to the Purchaser under the Indemnity (or where the Seller agrees to accept the Purchaser's claim as falling within the Indemnity notwithstanding the fact that no Environmental Liability may at that point in time have arisen): 12.1 Subject to consulting with and paying reasonable regard to the views of the Purchaser, the Seller shall have the right independently to determine whatever measures are appropriate in order to remediate pursuant to applicable Environmental Laws the subject matter of the claim under the Indemnity and furthermore the Seller shall have the right independently to carry out such remediation itself (or through suitable third party agents or contractors) provided that in so doing the Seller (or its said agents or contractors) shall be obliged to use reasonable endeavours to avoid causing undue interruption to the conduct of the business of the Company and/or its Affiliates; 12.2 The Seller and/or its agents and contractors shall, in addition to the rights of access provided for in paragraph 9 above, be free to have access to the Site(s) if currently owned, leased or, where within the power of the Company and its Affiliates, during normal business hours after reasonable prior notice, and if so required, in the presence of authorised representatives of the Purchaser, to carry out the remediation referred to in sub-paragraph 12.1 above provided that the Seller (or its agents or contractors) shall be obliged to use reasonable endeavours to avoid causing undue interruption to the conduct of the business of the Company and/or its Affiliates. 12.3 The Seller shall exercise reasonable care in the exercise of its powers and rights pursuant to this paragraph 12 and shall exercise reasonable skill, care and diligence in carrying out any works and shall not use any materials which are not in accordance with the recommendations of relevant authorities and codes of practice. The Seller shall procure that the contractors and consultants engaged to carry out and advise on the works are bound by obligations in the same terms of reasonable skill, care and diligence as herein before mentioned and otherwise engaged on market terms at the time and shall procure suitable warranties in accordance with normal market practice at the time from the contractors and consultants in om favour of the Purchaser. The Seller shall not carry out the works itself but shall always engage external contractors and consultants approved by the Purchaser such approval not to be unreasonably withheld or delayed.