OTHER RESPONSE ACTIONS Sample Clauses

OTHER RESPONSE ACTIONS. If Response Action is required for matters, events or occurrences subject to indemnification under SECTION 9.2 other than the Shareholders' Environmental Escrow Obligations as described in this SECTION 9.3, the Purchaser shall cause the performance of such Response Action, and all reasonable costs and expenses associated with performance of such Response Action, including, but not limited to, those of third party independent consultants and/or contractors, shall, subject to the Shareholders' Minimum Amount, be paid from the Escrow Deposit in accordance with the terms of the Escrow Agreement upon review and approval of statements and invoices associated with such costs and expenses by Shareholders' Representative. For any such Response Action, Purchaser's Indemnified Parties will select the contractors and a consulting engineer to oversee the Response Action who shall be reasonably acceptable to, and approved in advance in writing by any Shareholders' Representative (such approval not to be withheld unreasonably). All costs and expenses of such Response Action, subject to the Shareholders' Minimum Amount, shall be paid either directly or in the form of reimbursement to Purchaser's Indemnified Parties by the Shareholders from the Escrow Deposit. Costs and expenses of a Response Action shall include, but not be limited to, the charges of such contractor(s), the consulting engineer, and Purchaser's Indemnified Parties' reasonable attorneys' and paralegals' fees and costs incurred in connection with monitoring or review of such Response Actions. If such Shareholders' Representative disputes the reasonableness of any costs or expenses associated with such Response Action undertaken by Purchaser, the Shareholders' Representative shall consent to the payment of such costs or expenses as are not disputed, and the payment dispute procedure set forth in the Escrow Agreement shall apply.
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Related to OTHER RESPONSE ACTIONS

  • Incident Response Operator shall have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of any portion of Data, including PII, and agrees to provide LEA, upon request, an executive summary of the written incident response plan.

  • Emergency Response Partners must develop, maintain, and carry out a response plan for public water system emergencies, including disease outbreaks, spills, operational failures, and water system contamination. Partners must notify DWS in a timely manner of emergencies that may affect drinking water supplies.

  • No response Optional. If Vendor would like to display any standard warranties, terms, or conditions which are often applicable to their offerings for TIPS and TIPS Member Customer consideration, Vendor may upload those at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only.

  • Optional Xactimate Response Attachment (Part 2)

  • ONLY No response If proposing on Part 2, the vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and upload the completed agreement. DO NOT UPLOAD encrypted or password protected files.