Environmental Audits Clause Samples

Environmental Audits. Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that (i) there are no material pending or threatened claims, suits, actions or proceedings arising out of or relating to the existence of any Hazardous Materials at, in, on, from, around or under any of the Mortgaged Properties; (ii) each such Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws with respect to such Mortgaged Property; and (iii) no Hazardous Materials exist at, in, on, from, around or under any such Mortgaged Property, except in compliance in all material respects with applicable Environmental Laws and all other Hazardous Materials have been removed from each Mortgaged Property to the extent required by Applicable Law. Such evidence shall include a comprehensive environmental audit (which shall include a Phase I environmental audit and, either if recommended or suggested by an Approved Environmental Consultant or, if not so recommended or suggested, if determined by the Agent in its sole discretion to be necessary or desirable after considering factors reasonably related to such determination, a Phase II environmental audit), satisfactory in form and substance to the Agent, conducted and certified by an Approved Environmental Consultant. Such evidence shall also include (a) a reliance letter from such Approved Environmental Consultant with respect to each such environmental audit addressed to the Agent and the Lenders, which reliance letter shall be satisfactory in form and substance to the Agent, (b) certification that all required approvals from all Governmental Authorities having jurisdiction with respect to the environmental condition of the Mortgaged Properties, if any, have been obtained, and (c) such other environmental reports, inspections and investigations as the Agent shall in its sole discretion require after considering factors reasonably related to such determination, prepared, in each instance, by an Approved Environmental Consultant, which approvals, reports, inspections and investigations shall be satisfactory in form and substance to the Agent, in its sole discretion. On or before the Closing Date or the Addition Date, as applicable, Borrower shall have delivered to the Agent evidence satisfactory to the Agent, in its sole discretion, that Borrower or, if applicable, the Mortgaged Property Subsidiary has complied with the recommendations and suggestions of all environmental ...

Environmental Audits. If a Default exists, or at any time the Lender has reason to believe that a release of Hazardous Substances may have occurred or may be likely to occur, the Lender may require that the Borrower retain, or the Lender may retain directly, at the sole cost and expense of the Borrower, a licensed geologist, industrial hygienist or an environmental consultant acceptable to the Lender to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need for an environmental assessment or audit, the Lender shall inform the Borrower in writing that such a determination has been made and, if requested to do so by the Borrower, give the Borrower a written explanation of that determination before the assessment or audit is conducted. The Borrower shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested, subject to the rights of tenants in possession. The Borrower shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Borrower shall, at the Lender’s request and at the Borrower’s sole cost and expense, take such investigative and remedial measures determined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that (i) the Real Property shall be in compliance with all Environmental Laws, (ii) the condition of the Real Property shall not constitute any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by the presence of Hazardous Substances.

Environmental Audits. From time to time, as requested by Lender, at the sole expense of Borrower, Borrower shall provide Lender, or its designee, complete access to all of Borrower's facilities for the purpose of conducting an environmental audit of such facilities as Lender or its designees may deem necessary. Borrower agrees to cooperate with Lender with respect to any environmental audit conducted by Lender or its designee pursuant to this Section 5.10.

Environmental Audits. If Landlord shall have good reason to believe that Hazardous Waste has been discharged on the Premises by Tenant, its employees or licensees, Landlord shall have the right, in its sole discretion, to require Tenant to perform periodically to Landlord's satisfaction (but not more frequently than annually unless an Environmental Complaint shall be then outstanding), at Tenant's expense, an environmental audit and, if deemed necessary by Landlord, an environmental risk assessment of: (a) the Premises; (b) Hazardous Waste management practices and/or (c) Hazardous Waste disposal sites used by Tenant. Said audit and/or risk assessment must be by an environmental consultant reasonably satisfactory to Landlord. Should Tenant fail to perform any such environmental audit or risk assessment within thirty (30) days after Landlord's request, Landlord shall have the right to retain an environmental consultant to perform such environmental audit or risk assessment. All costs and expenses incurred by Landlord in the exercise of such rights shall be secured by the Lease and shall be payable by Tenant upon demand as Rent.

Environmental Audits. Prior to the Closing, UAG will pay the costs for a Phase I environmental audit. If, after obtaining the results of the Phase I environmental audit, UAG determines that a Phase II environmental audit is required, then the expenses of performing the Phase II environmental audit shall be paid one-half by UAG and one-half by the Stockholders; provided, however, that the Stockholders may elect not to pay any costs of the Phase II audit but, if the Stockholders elect not to pay one-half of the costs of the Phase II audit and the results of the Phase II audit conclude that remediation is required, the Stockholders shall pay the entire costs of the Phase II audit. If the Phase II audit indicates that any remedial action is required under any Environmental Laws and UAG reasonably determines that such remedial action is required in order for (i) the applicable company to continue to operate its business as conducted at the time of discovery of the need for remedial action; or (ii) the applicable company not to incur any liability to any Person as a result of the presence of the material which prompts the recommendation for such remedial action, then the Stockholders shall pay the costs of such remedial action; provided, however, that the Stockholders shall only be required to pay the costs of the minimum remedial action required to comply with applicable Environmental Laws to the extent provided above and provided, further, that the Stockholder shall not be required to pay any remedial costs that exceed $500,000 in the aggregate. If the Phase II report concludes that remedial action is required in an amount that exceeds $500,000 in the aggregate and the Stockholders decide not to pay the costs of such remediation then UAG may, at its option, terminate this Agreement pursuant to Section 8.1 (iv). The Stockholders shall have the right to obtain a second opinion with respect to the necessity of such remedial action within thirty (30) days after the Phase II audit and if the two (2) environmental firms cannot agree, they shall chose a third environmental company to make such determination within sixty (60) days after the first Phase II audit. Such third environmental company shall be independent of the parties and generally accepted by major institutional lenders.

Environmental Audits. The Company will not, nor will it permit any Subsidiary to, make any Investment, Mortgage Loan or Construction Loan otherwise permitted by Section 5.25(e), 5.26 or 5.27, respectively, unless the Company shall have first received a Phase I environmental audit report with respect to the property involved, which audit shall have been conducted not earlier than twenty‑four (24) months prior to the date of the transaction, a copy of such audit shall have been furnished to the Lenders, and such audit shall not have reported or uncovered any environmental matters which could have a material adverse effect on such property or on the financial condition, properties or business of the Company.

Environmental Audits. From time to time, but not more frequently than semi-annually (provided Borrower is not in default) as requested by Lender, at the sole expense of Borrower, Borrower shall provide Lender, or its designee, complete access to all of Borrower's facilities for the purpose of conducting an environmental audit of such facilities as Lender may deem necessary.

Environmental Audits. (a) Seller will cause to be conducted preliminary environmental site assessments (Phase Ones) ASTM Standard of each parcel of its Real Property. Such Phase Ones shall be performed by licensed environmental professionals selected by Seller with the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. Copies of the reports of each Phase One conducted will be provided to Purchaser at least 30 days prior to the Closing. (b) If any Phase One reveals any condition that the Purchaser reasonably determines would be likely to require remediation under applicable state or federal law, then Seller shall have the option of undertaking such remediation itself at its expense or relocating the affected cell site provided that the same coverage will be afforded in each party's reasonable determination (in which case the affected asset will be excluded from, and the new site and related assets shall be included in, the Purchased Assets and the Assumed Liabilities). If the foregoing remediation or relocation, as applicable, has not been completed by Closing, a portion of the Acquisition Price (representing the parties' reasonable estimation of the remaining remediation or relocation costs to be incurred) shall be delivered into escrow, subject to a mutually satisfactory escrow arrangement, pending completion of such remediation or relocation after Closing. Such payments shall not affect the amount of the Indemnification Escrow, if any, nor be subject to Section 11.5. (c) Notwithstanding the foregoing, if it is estimated that the remediation costs will exceed $1,000,000, Seller may, at its option, elect not to undertake such remediation or relocation, and may instead elect to terminate this Agreement without further cost or obligation on the part of any party hereto. (d) Notwithstanding the foregoing, if it is estimated that the remediation costs will exceed $1,000,000 then Purchaser shall have the right, at its option, to terminate this Agreement without further cost or obligation on the part of any party hereto. (e) Subject to the foregoing, if any Phase One or Phase Two uncovers an environmental condition of which Seller does not have knowledge on the date hereof and that due to Seller's then-gained knowledge of such condition, then comprises a breach of any of Seller's representations or warranties herein (which were qualified as to Seller's knowledge), Seller shall not have breached such representation or warranty of this Agreem...

Environmental Audits. The Company will not make any Investment, Mortgage Loan or Construction Loan otherwise permitted by Section 7.25(e), 7.26 or 7.27, respectively, unless the Company shall have first received a Phase I environmental audit report with respect to the property involved, which audit shall have been conducted not earlier than twenty-four (24) months prior to the date of the transaction, a copy of such audit shall have been furnished to the Banks, and such audit shall not have reported or uncovered any environmental matters which could have a material adverse effect on such property or on the financial condition, properties or business of the Company.