Remedial Works. Whenever Remedial Works have to be carried out with respect to a situation giving rise to a Claim under the Environmental Warranties or the Environmental Indemnity (or actions implemented by the Group Companies on the basis of the URS Reports and Environ reports as a result of a failure to comply with Environmental Law): (i) The Seller shall have the right, but not the obligation, to fully participate in any discussions, negotiations or meetings with any Regulator or other third party concerning directly or indirectly the Remedial Works, except as prohibited by Law, including, without limitation, the scope, method, timetable and details of the implementation of the Remedial Works and the Indemnifiable Party shall, and shall cause any of its Affiliates (for the avoidance of doubt such term including in this Section 11.5 the Group Companies) to take into account any reasonable comments made by the Seller in relation to the Remedial Works (and not to unreasonably reject them) including, without limitations, comments made in relation to the scope, method, timetable and details of the implementation of the Remedial Works, it being agreed between the Parties, that whenever costs incurred as a result of Remedial Works are to be indemnified by the Seller, (x) the scope of these Remedial Works shall be limited to the strict extent necessary to comply with applicable Environmental Law, and (y) provided it does not affect the scope referred to in (x), the Purchaser shall use reasonable efforts to mitigate related costs. (ii) The Indemnifiable Party shall, and shall cause any of its Affiliates to, allow the Seller to review and comment upon any work plan or report prepared by or on behalf of the Indemnifiable Party or any of its Affiliates regarding any Remedial Work and, in any case where the Indemnifiable Party or any of its Affiliates proposes to submit any such work plan or report to any Regulator or other third party, the Indemnifiable Party shall, to the extent possible, and shall cause its relevant Affiliate to, provide to the Seller a draft of any such work plan or report at least 7 (seven) Business Days prior to the date on which the work plan or report must be finalized. (iii) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, provide to the Seller final copies of all work plans, reports and other relevant documents received from or provided to any Regulator, or other third party relating to the Remedial Works. (iv) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, give reasonable notice to the Seller of all material discussions, material negotiations or material meetings between the Indemnifiable Party or its relevant Affiliate and any Regulator or other third parties and shall, except as prohibited by Law, cause its relevant Affiliate to, permit, if so reasonably requested, a representative of the Seller or such person or persons as the Seller may direct to attend and participate in any such meetings. (v) Except as prohibited by Law, the Indemnifiable Party shall, and shall cause its relevant Affiliate to, permit the Seller to have such reasonable access as it may require upon reasonable notice to the Indemnifiable Party to assess and inspect the progress of the Remedial Works from time to time. (vi) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, provide the Seller and its agents and contractors upon the Seller’s reasonable written request, copies of such relevant books and records of the Indemnifiable Party or its relevant Affiliate as are reasonably necessary in connection with any Remedial Works. (vii) The Indemnifiable Party shall procure that (except to such extent as is required by a Regulator under Environmental Law or by virtue of an immediate serious risk to the Environment or human health or to the extent impracticable) no Remedial Works which would or might give rise to a liability of the Indemnifying Party under this Agreement shall be commenced without informing the Seller and obtaining three competitive quotations for a scope of required remediation works. (b) The taking by the Indemnifiable Party of any action or omission in breach of the provisions of this Section 11.5 shall reduce the indemnifiable amount by the extent of the prejudice actually suffered by the Indemnifying Party as a result of such breach.
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Remedial Works. Whenever Remedial Works have to be carried out with respect to a situation giving rise to a Claim under the Environmental Warranties or the Environmental Indemnity (or actions implemented by the Group Companies on the basis of the URS Reports and Environ reports as a result of a failure to comply with Environmental Law):
(i) The Seller shall have the right, but not the obligation, to fully participate in any discussions, negotiations or meetings with any Regulator or other third party concerning directly or indirectly the Remedial Works, except as prohibited by Law, including, without limitation, the scope, method, timetable and details of the implementation of the Remedial Works and the Indemnifiable Party shall, and shall cause any of its Affiliates (for the avoidance of doubt such term including in this Section 11.5 the Group Companies) to take into account any reasonable comments made by the Seller in relation to the Remedial Works (and not to unreasonably reject them) including, without limitations, comments made in relation to the scope, method, timetable and details of the implementation of the Remedial Works, it being agreed between the Parties, that whenever costs incurred as a result of Remedial Works are to be indemnified by the Seller, (x) the scope of these Remedial Works shall be limited to the strict extent necessary to comply with applicable Environmental Law, and (y) provided it does not affect the scope referred to in (x), the Purchaser shall use reasonable efforts to mitigate related costs.
(ii) The Indemnifiable Party shall, and shall cause any of its Affiliates to, allow the Seller to review and comment upon any work plan or report prepared by or on behalf of the Indemnifiable Party or any of its Affiliates regarding any Remedial Work and, in any case where the Indemnifiable Party or any of its Affiliates proposes to submit any such work plan or report to any Regulator or other third party, the Indemnifiable Party shall, to the extent possible, and shall cause its relevant Affiliate to, provide to the Seller a draft of any such work plan or report at least 7 (seven) Business Days prior to the date on which the work plan or report must be finalized.
(iii) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, provide to the Seller final copies of all work plans, reports and other relevant documents received from or provided to any Regulator, or other third party relating to the Remedial Works.
(iv) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, give reasonable notice to the Seller of all material discussions, material negotiations or material meetings between the Indemnifiable Party or its relevant Affiliate and any Regulator or other third parties and shall, except as prohibited by Law, cause its relevant Affiliate to, permit, if so reasonably requested, a representative of the Seller or such person or persons as the Seller may direct to attend and participate in any such meetings.
(v) Except as prohibited by Law, the Indemnifiable Party shall, and shall cause its relevant Affiliate to, permit the Seller to have such reasonable access as it may require upon reasonable notice to the Indemnifiable Party to assess and inspect the progress of the Remedial Works from time to time.
(vi) The Indemnifiable Party shall, and shall cause its relevant Affiliate to, provide the Seller and its agents and contractors upon the Seller’s 's reasonable written request, copies of such relevant books and records of the Indemnifiable Party or its relevant Affiliate as are reasonably necessary in connection with any Remedial Works.
(vii) The Indemnifiable Party shall procure that (except to such extent as is required by a Regulator under Environmental Law or by virtue of an immediate serious risk to the Environment or human health or to the extent impracticable) no Remedial Works which would or might give rise to a liability of the Indemnifying Party under this Agreement shall be commenced without informing the Seller and obtaining three competitive quotations for a scope of required remediation works.
(b) The taking by the Indemnifiable Party of any action or omission in breach of the provisions of this Section 11.5 shall reduce the indemnifiable amount by the extent of the prejudice actually suffered by the Indemnifying Party as a result of such breach.
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