Common use of Management Framework Clause in Contracts

Management Framework. (i) All of the tasks necessary to manage and/or resolve the Environmental, Health and Safety Liabilities, including Cleanup, arising from the matters identified in the reports listed in Schedule 3.19 and any other Environmental, Health and Safety Liabilities for which Seller is obligated to provide indemnity and pay Damages under Section 10.4.1, including Cleanup, constitutes the “Work” to be governed by this Section 10.4. (ii) Seller and its Representatives shall manage the Work. Buyer will be given the opportunity to participate in the Work as defined in the subsequent provisions of this section. (iii) Seller hereby appoints ▇▇▇▇ ▇▇▇▇▇▇ to serve as its initial overall project coordinator (“PC”) for the Work. Buyer hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇ to serve as its initial representative (“OR”) to review and provide input on the Work. Either party may change its appointed representative by written notice to the other. The rights and responsibilities of the PC and the OR with respect to managing the Work and /or any Cleanup are as follows: (A) The PC, with the OR’s concurrence, will select such environmental/engineering firms as may be necessary to plan and carry out the Work. The PC, with the OR’s concurrence, can change or supplement such environmental/engineering firms as necessary to efficiently and effectively carry out the Work. (B) The PC and OR in consultation with the environmental/ engineering firms, will jointly develop long-range plans, budgets, schedules and execution strategies (for at least one year in advance) for the Work. (C) The PC, OR and engineering/environmental consulting firms will jointly develop project specific scopes of work and related work plans. (D) The PC will take the lead in managing the environmental/ engineering firms. The firms will be instructed to provide duplicate originals of all written correspondence including teleconferencing communications and work products, to the PC and the OR simultaneously. (E) The PC shall require performance of the Work according to each project’s schedule; that schedule will reflect that the Work must be performed economically and expeditiously. (F) All relevant correspondence and work products generated by Buyer, Seller or their respective Representatives or by the environmental/engineering firms engaged to perform any Work, or received by Buyer, Seller or their respective Representatives from any environmental/engineering firms or any Governmental Bodies, will be transmitted to the other party as soon as practicable, to the extent that such material has not already been forwarded directly. (G) The PC will be responsible for dealing with all Governmental Bodies, but the PC shall give the OR prompt notice of all scheduled meetings, conference calls and other pre-arranged conversations with Governmental Bodies and shall allow the OR to attend or participate in all scheduled meetings, conference calls and other pre-arranged conversations with such Governmental Bodies which relate to the Work at any of the Facilities. The OR will be given a reasonable time in advance to review, discuss and propose modifications to the timing or content of any proposed communication with such agencies which pertain to the Work. (H) The PC and the OR will jointly develop negotiating positions and strategies for communicating with the Governmental Bodies about the process for evaluating and selecting Cleanup or other remedies, compliance strategies or other necessary actions. (I) If the PC and OR disagree on any element of the Work (including plans, Cleanup or other execution strategies, scopes of the Work, work plans, schedules, budgets or contract terms of the Work proposals) or on the content or timing of any communication to a Governmental Body or if the OR believes that the PC is failing to diligently attend to or prosecute any element of the Work, (collectively, “ENV Disagreements”), the OR shall promptly and concisely state its position in writing. The PC shall give due consideration to the LR’s position, and the PC shall then make a determination which, subject to Paragraph (J) below, resolves the ENV Disagreement. (J) If the OR or Buyer requests, the PC’s decision will be subject to review by the CEO of Buyer and Seller, after a meeting or telephone conference between the CEO of Buyer and the CEO of Seller. After the foregoing review, Buyer will have the authority to resolve any ENV Disagreement and to effect any actions with respect to the Work with any Governmental Body; provided, however, that Seller will no longer be obligated to indemnify Buyer or any other Buyer Indemnified Person. At the election of the Buyer, the dispute may be submitted to a qualified independent third party for resolution. The parties will select this party by mutual agreement, all costs for the review will be shared equally by Buyer and Seller and any decisions will be governed by the principle that any Work performed must be that necessary to comply with any applicable Legal Requirement and in the most cost-effective manner. (K) If the manner in which Seller is managing any element of the Work negatively impacts or ▇▇▇▇▇ the Business (with any ENV Disagreement regarding the same to be resolved as provided in paragraph (J) above), Buyer will have the right to assume management of such Work by notice to Seller.

Management Framework. (i) All of the tasks necessary to manage and/or resolve the Environmental, Health and Safety Liabilities, including Cleanup, arising from the matters identified in the reports listed in Schedule 3.19 and any other Environmental, Health and Safety Liabilities for which Seller is obligated to provide indemnity and pay Damages under Section 10.4.110.3.1, including Cleanup, constitutes the “Work” to be governed by this Section 10.410.3. (ii) Seller and its Representatives shall manage the Work. Buyer will be given the opportunity to participate in the Work as defined in the subsequent provisions of this section. (iii) Seller hereby appoints ▇▇▇▇ ▇▇▇▇▇▇ to serve as its initial overall project coordinator (“PC”) for the Work. Buyer hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇ to serve as its initial representative (“OR”) to review and provide input on the Work. Either party may change its appointed representative by written notice to the other. The rights and responsibilities of the PC and the OR with respect to managing the Work and /or any Cleanup are as follows: (A) The PC, with the OR’s concurrence, will select such environmental/engineering firms as may be necessary to plan and carry out the Work. The PC, with the OR’s concurrence, can change or supplement such environmental/engineering firms as necessary to efficiently and effectively carry out the Work. (B) The PC and OR in consultation with the environmental/ engineering firms, will jointly develop long-range plans, budgets, schedules and execution strategies (for at least one year in advance) for the Work. (C) The PC, OR and engineering/environmental consulting firms will jointly develop project specific scopes of work and related work plans. (D) The PC will take the lead in managing the environmental/ engineering firms. The firms will be instructed to provide duplicate originals of all written correspondence including teleconferencing communications and work products, to the PC and the OR simultaneously. (E) The PC shall require performance of the Work according to each project’s 's schedule; that schedule will reflect that the Work must be performed economically and expeditiously. (F) All relevant correspondence and work products generated by Buyer, Seller or their respective Representatives or by the environmental/engineering firms engaged to perform any Work, or received by Buyer, Seller or their respective Representatives from any environmental/engineering firms or any Governmental Bodies, will be transmitted to the other party as soon as practicable, to the extent that such material has not already been forwarded directly. (G) The PC will be responsible for dealing with all Governmental Bodies, but the PC shall give the OR prompt notice of all scheduled meetings, conference calls and other pre-arranged conversations with Governmental Bodies and shall allow the OR to attend or participate in all scheduled meetings, conference calls and other pre-arranged conversations with such Governmental Bodies which relate to the Work at any of the Facilities. The OR will be given a reasonable time in advance to review, discuss and propose modifications to the timing or content of any proposed communication with such agencies which pertain to the Work. (H) The PC and the OR will jointly develop negotiating positions and strategies for communicating with the Governmental Bodies about the process for evaluating and selecting Cleanup or other remedies, compliance strategies or other necessary actions. (I) If the PC and OR disagree on any element of the Work (including plans, Cleanup or other execution strategies, scopes of the Work, work plans, schedules, budgets or contract terms of the Work proposals) or on the content or timing of any communication to a Governmental Body or if the OR believes that the PC is failing to diligently attend to or prosecute any element of the Work, (collectively, “ENV Disagreements”), the OR shall promptly and concisely state its position in writing. The PC shall give due consideration to the LR’s position, and the PC shall then make a determination which, subject to Paragraph (J) below, resolves the ENV Disagreement. (J) If the OR or Buyer requests, the PC’s decision will be subject to review by the CEO of Buyer and Seller, after a meeting or telephone conference between the CEO of Buyer and the CEO of Seller. After the foregoing review, Buyer will have the authority to resolve any ENV Disagreement and to effect any actions with respect to the Work with any Governmental Body; provided, however, that Seller will no longer be obligated to indemnify Buyer or any other Buyer Indemnified Person. At the election of the Buyer, the dispute may be submitted to a qualified independent third party for resolution. The parties will select this party by mutual agreement, all costs for the review will be shared equally by Buyer and Seller and any decisions will be governed by the principle that any Work performed must be that necessary to comply with any applicable Legal Requirement and in the most cost-effective manner. (K) If the manner in which Seller is managing any element of the Work negatively impacts or ▇▇▇▇▇ the Business (with any ENV Disagreement regarding the same to be resolved as provided in paragraph (J) above), Buyer will have the right to assume management of such Work by notice to Seller.