Common use of Environmental Audits Clause in Contracts

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 Agreement.

Environmental Audits. (a) Seller will cause to be conducted preliminary environmental site assessments (Phase Ones) ASTM Standard of each parcel of Upon request by Landlord during the Term, Landlord at its Real Property. Such Phase Ones sole cost and expense 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 have reasonable access to the Closing. (b) If any Phase One reveals any condition Demised Premises for conducting an environmental audit from an environmental company reasonably acceptable to Landlord, at Landlord’s cost and expense, except as herein provided. In addition, if Landlord has a good faith and reasonable reason to believe that Hazardous Substances have been introduced to the Purchaser reasonably determines would be likely to require remediation under applicable state Demised Premises by Tenant or federal lawTenant’s agents, employees, contractors, sublessees or assignees, in violation of this Lease, then Seller Landlord shall have specify 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 fromreasons to Tenant, and if Tenant does not provide information to Landlord’s reasonable satisfaction regarding the new site and related assets shall be included insuspected presence of Hazardous Substances in violation of this Lease, the Purchased Assets and the Assumed LiabilitiesLandlord may request that Tenant perform an environmental audit from an environmental company reasonably acceptable to Landlord. If Tenant gives Landlord written notice that Tenant does not intend to perform such audit, or if Tenant fails to complete such audit within thirty (30) days following Landlord’s request, then Landlord may perform such audit (a “Requested Audit”). If the foregoing remediation Any investigation or relocation, as applicable, has not been completed activity undertaken by Closing, Landlord (including to remediate Hazardous Substances or to cure a portion violation of the Acquisition Price (representing the parties' reasonable estimation of the remaining remediation or relocation costs to be incurredHazardous Materials Laws) 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 relocation20.1, and may instead elect shall be undertaken in a manner designed to terminate this Agreement without further cost or obligation on minimize any material interference with the part normal conduct of business and Tenant’s operations in the Demised Premises and use of the Limited Common Elements and General Common Elements (including access and parking). If any party hereto. (d) Notwithstanding environmental audit discloses 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 presence of any party hereto. (e) Subject Hazardous Substances and such Hazardous Substances were introduced to the foregoingDemised Premises by Tenant or Tenant’s agents, if any Phase One employees, contractors, sublessees 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 conditionassignees, then comprises a breach to the extent the same are in violation of applicable Hazardous Materials Laws and are required to be remediated under Hazardous Materials Laws, Tenant shall perform any required remediation promptly and in all events prior to surrendering possession of Seller's representations the Demised Premises to Landlord. If any Requested Audit discloses the presence of Hazardous Substances in violation of applicable Hazardous Materials Laws and such Hazardous Substances were introduced to the Demised Premises by Tenant or warranties herein (which were qualified as Tenant’s agents, employees, contractors, sublessees or assignees, then Tenant shall promptly reimburse Landlord for the reasonable out-of-pocket cost of Requested Audit paid by Landlord to Seller's knowledge), Seller shall not have breached such representation or warranty of this Agreementunrelated third parties.

Environmental Audits. (a) Seller will cause If Mortgagee has reason to believe that there are any Hazardous Substances on the Mortgaged Property and/or that Mortgagor has breached any of the terms and conditions of this Section 7, Mortgagee may, as it deems necessary in its sole discretion, conduct environmental assessments of the Mortgaged Property from time to time, such audits and tests to be conducted preliminary by an environmental site consultant chosen by Mortgagee. Mortgagor shall pay Mortgagee on demand the reasonable costs of such audits or tests. Any such environmental assessments (Phase Ones) ASTM Standard of each parcel of its Real Property. Such Phase Ones shall be performed considered the property of Mortgagee, and Mortgagee shall owe no duty of confidentiality to Mortgagor with respect to the contents thereof. However, Mortgagor shall be provided with copies of all reports and relevant correspondence. It is hereby acknowledged by licensed M▇▇▇▇▇▇▇▇ that Mortgagee shall not vouch for or assume any responsibility for the scope of detail, contents or accuracy of any such environmental professionals selected by Seller assessment, and that neither Mortgagor nor any other party shall have any recourse to or claim against Mortgagee for any act of omission or commission of the environmental consultant. Mortgagor shall fully cooperate with the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayedenvironmental consultant. Copies of the reports of each Phase One conducted will be provided Mortgagee may also from time 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 relocationtime, 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 it deems to be incurred) shall be delivered into escrowreasonably necessary and at the expense of M▇▇▇▇▇▇▇▇, subject to a mutually satisfactory escrow arrangement, pending completion of such remediation or relocation after Closing. Such payments shall not affect obtain legal advice from an attorney competent in environmental law regarding 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 the Mortgaged Property. Mortgagee shall also have the right to require, from time to time, but, provided there has occurred no Event of Default, not have knowledge on more frequently than once per year, a certification by Mortgagor and any tenants of the date hereof and that due to Seller's then-gained knowledge Mortgaged Property whether or not there has been any change(s) in the environmental condition 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 Agreementthe Mortgaged Property.

Environmental Audits. At such times as Mortgagee reasonably determines that an environmental audit of the Real Property for the presence of Hazardous Substances is necessary in order to determine whether the value of the Real Property has been or may in the future be impaired by the presence of Hazardous Substances on, about or under the Real Property (abut no more often than once every five years unless Mortgagee has reason to believe that Hazardous Substances may be present). Mortgagor shall retain, upon request of Mortgagee, or Mortgagee may retain directly, at the sole cost and expense of ▇▇▇▇▇▇▇▇▇, a licensed geologist, industrial hygienist or an environmental consultant (the "Environmental Consultant") Seller will cause acceptable to be conducted preliminary Mortgagee to conduct an environmental site assessments (Phase Ones) ASTM Standard audit of each parcel of its the Real Property. Such Phase Ones ▇▇▇▇▇▇▇▇▇ shall afford any person conducting an environmental audit access to the Real Property and all materials reasonably requested in connection with the environmental audit. In light of the possible passage of title to Mortgagee as a result of Default, any requirement of an environmental audit by Mortgagee shall be performed by licensed environmental professionals selected by Seller with the consent of Purchaser, which consent will not deemed reasonable if a Default exists. Such a requirement shall also be unreasonably withheld, conditioned or delayed. Copies deemed reasonable if Mortgagee has received notice of the reports likely existence of each Phase One conducted will be provided to Purchaser Hazardous Substances on, about or under the Real Property. Mortgagor shall pay the cost and expenses of any environmental audit obtained by Mortgagee on demand. Mortgagor shall 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 partyMortgagee'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 mayrequest comply, at its option▇▇▇▇▇▇▇▇▇'s sole cost and expense, elect not with all recommendations contained in the environmental audit required to undertake such remediation bring the Real Property into compliance with all Environmental Laws, or relocationfor additional testing and studies to further determine the location, quantity and may instead elect to terminate this Agreement without further cost or obligation on the part types 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 Hazardous Substances detected by 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 Agreementaudit.

Environmental Audits. (a) Seller will Within forty-five (45) days after the exercise of either the Call or the Put, GRC may, at GRC’s expense, perform a Phase I environmental audit on the Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable; and provided further that such assessments are conducted preliminary upon reasonable prior notice (and subject to landlord consent if necessary). If any such Phase I environmental site assessments (audit includes a recommendation that additional testing or investigation is warranted, GRC may, at GRC’s expense, perform a Phase Ones) ASTM Standard of each parcel of its Real Property. Such II or other recommended non-Phase Ones shall be performed by licensed I environmental professionals selected by Seller with the consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed. Copies audit of the reports Leased Real Property sites; provided that GRC shall use its commercially reasonable efforts to cause such audits to be completed as soon as practicable and in no case longer than 90 days following the exercise of each Phase One either the Call or the Put, as applicable; and provided further that such assessments are conducted will be provided upon reasonable prior notice (and subject to Purchaser at least 30 days prior landlord consent if necessary). Emmis shall use commercially reasonable efforts to cooperate in scheduling such audits and providing reasonable access to the Closingsites and shall use commercially reasonable efforts to enable GRC to have access as expeditiously as possible, subject to the provisions of the Real Property Leases. (b) If any written Phase One reveals I, Phase II or other environmental audit contracted by GRC from an environmental consultant correctly identifies a condition requiring corrective action under applicable Environmental Laws on any condition that Leased Real Property site, including without limitation the Purchaser reasonably determines would be likely to require presence of Hazardous Substances requiring remediation under applicable state or federal lawEnvironmental Laws that is not substantially the same as a matter set forth in the Existing Reports (an “Environmental Condition”), then Seller GRC shall have the option promptly notify Emmis in writing of undertaking such remediation itself at its expense Environmental Condition and deliver to Emmis true and correct copies of any draft 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 infinal environmental audits. As used herein, the Purchased Assets and “Existing Reports” means the Assumed Liabilities). If Phase I environmental assessments with respect to the foregoing remediation or relocation, as applicable, has not been completed Leased Real Property obtained by Closing, a portion GRC prior to the date 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 11.5this Agreement. (c) Notwithstanding If the foregoingEnvironmental Condition was caused by Emmis (or its employees, agents, or invitees), Emmis shall proceed expeditiously using best efforts to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, at Emmis’ sole cost and expense, and if it is estimated that could reasonably be expected to result in a material liability to the remediation costs will exceed $1,000,000Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, Seller maythen, at its optionsubject to Section 11.1(d), elect not to undertake the Closing shall be delayed until such remediation or relocation, and may instead elect to terminate this Agreement without further cost or obligation on the part of any party heretocorrective action achieves material compliance with applicable Environmental Law. (d) Notwithstanding If the foregoingEnvironmental Condition was caused by GRC (or its employees, if it is estimated that agents, or invitees), GRC shall proceed expeditiously using best efforts to conduct corrective action to address the remediation costs will exceed $1,000,000 then Purchaser shall have Environmental Condition on the right, Leased Real Property in all material respects at its optionsole cost and expense, to terminate this Agreement without further cost or obligation and Closing shall not be delayed on the part account of any party heretosuch Environmental Condition. (e) If the Environmental Condition was caused by a tenant or other third party (not an employee, agent, or invitee of Emmis or GRC), then Emmis and GRC shall proceed together to use commercially reasonable efforts to cause the responsible party to conduct corrective action to address the Environmental Condition on the Leased Real Property in all material respects, sharing equally in the cost and expense of such efforts, and if it could reasonably be expected to result in a material liability to the Qualified Designee or its acquisition financing lender and if required by the Qualified Designee or its acquisition financing lender, then, subject to Section 11.1(d), the Closing shall be delayed until such corrective action achieves material compliance with applicable Environmental Law or an alternative arrangement mutually agreeable to the parties is effected (which both parties shall cooperate in good faith to effect if reasonably requested by a party). (f) If applicable due to Closing delays pursuant to this Section, Emmis and GRC shall request all available extensions to the FCC Consent, and if such consent expires, the parties shall immediately re-file and thereafter prosecute the FCC Application. Subject to completion of the foregoingcorrective action contemplated in this Section 6.10, if Emmis’ representations and warranties shall be deemed modified to take into account 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 AgreementEnvironmental Condition.

Environmental Audits. Upon Mortgagee's request, at any time and from time to time while this Mortgage is in effect, Mortgagor shall permit Mortgagee and/or its agents to inspect or conduct an environmental inspection or audit of the Mortgaged Property for the presence of Hazardous Substances or Asbestos, and Mortgagor hereby grants to Mortgagee and its employees and agents access to the Mortgaged Property and a license to undertake such inspection or audit. Mortgagor shall reimburse Mortgagee for the cost of any such inspection or audit (a) Seller will cause to be conducted preliminary environmental site assessments (Phase Ones) ASTM Standard including the cost of each parcel of its Real Property. Such Phase Ones shall be performed by licensed hydrologists or licensed environmental professionals selected engineer, and similarly qualified third parties approved by Seller with the consent of PurchaserMortgagee) conducted by or at Mortgagee's direction, which consent will not be unreasonably withheld, conditioned if: (i) Mortgagee shall initiate that inspection or delayed. Copies of the reports of each Phase One conducted will be provided to Purchaser at least 30 days prior audit based upon a good faith concern relating to the Closing. potential presence of Hazardous Substances or Asbestos on the Mortgaged Property (b) If including, by way of illustration and not of limitation, any additional investigation or analysis initiated based upon a recommendation contained in the report of any Phase One reveals I audit or inspection, even if no Asbestos or Hazardous Substances are discovered as a result of that additional investigation or analysis); or (ii) the results of any condition that inspection or audit disclose the Purchaser reasonably determines would be likely to require remediation under applicable state presence of any Hazardous Substance 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 fromAsbestos, and the new site if any Remedial Work (as defined 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 provided in paragraph 35 of the Acquisition Price (representing the parties' reasonable estimation of the remaining remediation or relocation costs to be incurredthis Mortgage) shall be delivered into escrow, subject to a mutually satisfactory escrow arrangement, pending completion of such remediation or relocation after Closingrequired in connection therewith. 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 Mortgagor shall be required to reimburse the Mortgagee once during the first ten years during the term of this Mortgage and thereafter once during each successive five year period during the term of this Mortgage for the costs of any such "Phase I" inspection or audit, without regard to the basis upon which Mortgagee shall determine to conduct that inspection or audit, with the remediation exception that Mortgagee shall not charge Mortgagor for the costs will exceed $1,000,000of any inspection or audit undertaken solely in connection with the sale, Seller mayassignment or transfer of the Note and this Mortgage or any interest therein (unless payment by Mortgagor would otherwise be required under the provisions of the foregoing clause [ii]). The cost of any such inspection or audit for which Mortgagor shall be required to reimburse Mortgagee shall be added to the principal balance of the sums due under the Note and this Mortgage and shall bear interest thereafter, until paid, at its optionthe Default Rate. The obligations and liabilities of Mortgagor under this paragraph shall survive any termination, elect not to undertake such remediation satisfaction, or relocation, assignment of this Mortgage 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 exercise by Mortgagee of any of Seller's representations its rights or warranties herein (which were qualified as to Seller's knowledge)remedies hereunder, Seller shall not have breached such representation including, without limitation, the acquisition of the Mortgaged Property by foreclosure or warranty a conveyance in lieu of this Agreementforeclosure.