Common use of Environmental Cleanup Clause in Contracts

Environmental Cleanup. Sellers shall be responsible for addressing and managing any judicial or administrative proceedings in connection with the release of a Hazardous Substance into the environment by the Company where the alleged release occurred prior to the Closing (“Environmental Proceedings”), including but not limited to the on-going environmental cleanup project at the Company’s Leased Real Property pursuant to the Voluntary Cleanup Program Letter of Agreement, dated February 21, 2002, entered into between the Company and the Oregon Department of Environmental Quality (“DEQ”), and in a manner consistent with the final Record of Decision, dated August 22, 2012. Sellers, and their designees (attorneys and environmental consultants selected by the Sellers’ Representative), shall have the right to control such Environmental Proceedings, provided, however, that upon Buyer’s request, Sellers or their designees shall consult with Buyer’s representatives regarding the management and status of the Environmental Proceedings, and provide Buyer’s representatives with copies of any documentation associated with the Environmental Proceedings. Sellers agree to manage and conduct the Environmental Proceedings in a manner so as not to unreasonably disrupt Buyer’s operation of the Company at the Real Property following the Closing Date, and if requested, will undertake reasonable alternative methods for addressing the environmental remediation at the Real Property, so long as such action (i) is not unreasonably expensive, (ii) will not cause an unreasonable delay in addressing the Environmental Proceedings and (iii) is consistent with the requirements of the overseeing Governmental Authority and recommendations of Sellers’ environmental consultants. Sellers shall include Buyer’s representatives in all material meetings with any Governmental Authority regarding the Environmental Proceedings. Sellers will be responsible for managing, undertaking and overseeing all necessary actions (including, but not limited to, obtaining and maintaining all necessary governmental Permits and/or authorizations, engaging all third-party contractors and professionals directly; ensuring that all third-party contractors and professionals maintain adequate insurance coverage, etc.), in order to effectuate Closure of the Environmental Proceedings.