Common use of Environmental Investigation Clause in Contracts

Environmental Investigation. The Bank shall provide Landmark with copies of any environmental reports it has obtained or received with respect to the Real Estate, the Overland Park Property and the Fort Sxxxx Property within five (5) Business Days after the Agreement Date. Landmark, in its discretion, within thirty (30) days after the Agreement Date, shall order, at Landmark’s expense, a Phase I Environmental Site Assessment conducted by an independent professional consultant to determine if any Real Estate, the Overland Park Property or the Fort Sxxxx Property contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase I Environmental Site Assessment discloses any "Recognized Environmental Conditions" as defined by ASTM E 1527-05, then Landmark may obtain, at the Bank’s expense, a Phase II environmental investigation report with respect to the Recognized Environmental Conditions or confirmed violations of Environmental Laws as described in such reports, which report shall contain an estimate of the cost of any remediation or other follow-up work that may be required to address those Recognized Environmental Conditions in accordance with Environmental Laws. Landmark shall have fifteen (15) Business Days from the receipt of any such environmental reports to notify the Bank of any Recognized Environmental Conditions or confirmed violations of Environmental Laws as described in such reports. Should the cost of taking all remedial or other corrective actions and measures with respect to all Real Estate, the Overland Park Property and the Fort Sxxxx Property, in the aggregate (i) required by applicable Environmental Law and recommended by such report or reports due to serious life, health, environmental or safety concerns, in the aggregate, exceed the sum of $150,000, as reasonably estimated by an environmental remediation expert retained for such purpose by Landmark and reasonably acceptable to the Bank, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, Landmark shall have the right to elect not to purchase in the Merger the Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable, affected by the Environmental Problem by giving written notice to the Bank within thirty (30) days from Landmark’s discovery of the Environmental Problem and to proceed with the Merger, without acquiring the affected Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable. In such event, the Merger Consideration will be reduced by the Book Value of the Real Estate not purchased or the Appraisal Value of the Overland Park Property or Fort Sxxxx Property not purchased, as applicable. If the cost of taking all such remedial or other corrective actions based on such environmental reports is less than $150,000, such cost shall be subtracted from the Book Value of the affected Real Estate or from the Appraisal Value of the Overland Park Property or Fort Sxxxx Property, as applicable.

Environmental Investigation. The Bank Acquirer shall be permitted to conduct and obtain not later than thirty (30) Business Days after the date of this Plan of Merger (or within 30 Business Days after the acquisition or lease of any real property acquired or leased after the date of this Plan of Merger) a report of a phase one environmental assessment of (a) any or all parcels included in the Premises; (b) to the extent permitted by the current owners or operators thereof, any other real estate formerly owned by Keystone or any Subsidiary; and (c) any other real estate acquired by any Subsidiary in satisfaction of a debt previously contracted. Upon request, Keystone and its Subsidiaries shall provide Landmark with copies of any environmental reports it has obtained or received with respect reasonable assistance, including site access, a knowledgeable contact person, documentation relating to the Real Estatereal estate, and any prior environmental investigations or reports in Keystone’s possession to Acquirer’s consultant for purposes of conducting the Overland Park Property and phase one assessments. Based on the Fort Sxxxx Property results of the phase one investigation, Acquirer may obtain, within forty (40) Business Days of notifying Keystone of Acquirer’s intention to do so, a report of a phase two investigation on any or all such properties. Acquirer shall have five (5) Business Days after the Agreement Date. Landmark, in following its discretion, within thirty (30) days after the Agreement Date, shall order, at Landmark’s expense, a Phase I Environmental Site Assessment conducted by an independent professional consultant to determine if any Real Estate, the Overland Park Property or the Fort Sxxxx Property contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase I Environmental Site Assessment discloses any "Recognized Environmental Conditions" as defined by ASTM E 1527-05, then Landmark may obtain, at the Bank’s expense, a Phase II environmental investigation report with respect to the Recognized Environmental Conditions or confirmed violations of Environmental Laws as described in such reports, which report shall contain an estimate receipt of the cost phase one report to notify Keystone of any remediation or other follow-up work that may be required Acquirer’s intention to address those Recognized Environmental Conditions in accordance with Environmental Lawsobtain a phase two investigation report. Landmark Acquirer shall have fifteen five (155) Business Days from the receipt of any such environmental reports phase two investigation report to notify the Bank Keystone of any Recognized Environmental Conditions or confirmed violations dissatisfaction with the contents of Environmental Laws as described in such reportsreport. Should the sum of the cost of taking all remedial or other corrective actions and measures with respect to all Real Estate, the Overland Park Property and the Fort Sxxxx Property, in the aggregate (i) required by applicable Environmental Law law, including applicable cleanup standards, or reasonably likely to be required by applicable law, and (ii) not required or likely required by applicable law, but recommended or suggested by such report or reports due to or prudent in light of serious life, healthenvironmental, environmental health or safety concerns, in the aggregate, concerns exceed the sum of $150,000, 100,000 as reasonably estimated by an environmental remediation expert retained for such purpose by Landmark Acquirer and reasonably acceptable to the BankKeystone, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable reasonably degree of certainty, such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, Landmark then Acquirer shall have the right pursuant to elect not to purchase in the Merger the Real EstateSection 8.3.2 (Environmental Risks) hereof, the Overland Park Property for a period of twenty (20) Business Days following receipt of such estimate or the Fort Sxxxx Property, as applicable, affected by the Environmental Problem by giving written notice to the Bank within thirty (30) days from Landmark’s discovery of the Environmental Problem and to proceed with the Merger, without acquiring the affected Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable. In such event, the Merger Consideration will be reduced by the Book Value of the Real Estate not purchased or the Appraisal Value of the Overland Park Property or Fort Sxxxx Property not purchased, as applicable. If indication that the cost of taking all such remedial or other corrective actions based on such environmental reports is less than $150,000and measures cannot be so reasonably estimated, such cost to terminate this Plan of Merger, which shall be subtracted from the Book Value Acquirer’s sole remedy in such event. The costs of the affected Real Estate or from the Appraisal Value of the Overland Park Property or Fort Sxxxx Propertyphase one and phase two investigations, as applicableif any, shall be borne by Acquirer.

Environmental Investigation. The Bank shall provide Landmark with copies of any environmental reports it has obtained or received with respect to the Real Estate, the Overland Park Property and the Fort Sxxxx Property within Within forty-five (5) Business Days after the Agreement Date. Landmark, in its discretion, within thirty (3045) days after the Agreement Datedate of this Agreement, shall orderBuyer may, at Landmark’s its expense, a conduct one or more Phase I Environmental Site Assessment conducted by an independent professional consultant environmental assessments of the Real Property; provided, however, that Buyer's activities hereunder will not damage the Real Property, disrupt any business operations on the Real Property, or endanger, or otherwise constitute a nuisance to, persons or property in the vicinity of the Real Property. Buyer's access to, and assessment of, the Real Property shall be at Buyer's sole risk and expense and Seller shall have no responsibility therefor. All reports regarding such Phase I environmental assessments will be provided to determine if Seller and will contain a statement that each report was prepared for the benefit of, and may be relied upon by, Seller and Buyer. Buyer shall not, without the prior written consent of Seller, conduct any environmental test of the soil, groundwater or ambient air at or under any Real EstateProperty and, in the Overland Park Property or event Seller grants the Fort Sxxxx Property contains or gives evidence that any violations of Environmental Laws have occurred on consent to any such propertytest, any report regarding such test will be provided to Seller and will contain a statement that the report was prepared for the benefit of, and may be relied upon by, Seller and Buyer. Such inspections will be conducted so as not to unreasonably interfere with the use of the Real Property by Seller. Buyer agrees to immediately repair any loss or damage to the Real Property caused by the acts or omissions of Buyer in connection with such inspection of the Real Property. Buyer shall indemnify and hold Seller harmless from and against any and all liability, loss, damage, cost or expense (including court costs and reasonable attorneys and expert/consulting fees), of whatever nature and by whomever asserted, arising out of, resulting from or in any way connected with the acts or omissions of Buyer and/or Buyer's Agents in connection with their access to and inspection of the Real Property under this Section 4.7. Notwithstanding anything to the contrary in this Agreement, such obligations to repair and to indemnify shall survive the Closing or any termination of this Agreement. If the any Phase I assessment discloses a material "recognized environmental condition" within the meaning of the current ASTM Standard for Phase I environmental site assessments ("Environmental Site Assessment discloses any Problem"Recognized Environmental Conditions" as defined by ASTM E 1527-05), then Landmark may obtain, at the Bank’s expense, a Phase II environmental investigation report with respect to the Recognized Environmental Conditions or confirmed violations of Environmental Laws as described in such reports, which report shall contain an estimate of the cost of any remediation or other follow-up work that may be required to address those Recognized Environmental Conditions in accordance with Environmental Laws. Landmark Seller shall have fifteen (15) Business Days days from the receipt of any such environmental reports the Phase I assessment report to notify cure the Bank of any Recognized Environmental Conditions or confirmed violations of Environmental Laws as described in such reports. Should the cost of taking all remedial or other corrective actions and measures with respect to all Real Estate, the Overland Park Property and the Fort Sxxxx Property, in the aggregate (i) required by applicable Environmental Law and recommended by such report or reports due to serious life, health, environmental or safety concerns, in the aggregate, exceed the sum of $150,000, as reasonably estimated by an environmental remediation expert retained for such purpose by Landmark and reasonably acceptable to the Bank, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, Landmark shall have the right . If Seller is unwilling or unable to elect not to purchase in the Merger the Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable, affected by cure the Environmental Problem by giving written notice within such fifteen (15) day period, Buyer and Seller shall apply the procedures set forth in Section 4.10. Seller hereby authorizes Buyer to conduct the Bank within thirty (30) days from Landmark’s discovery of the Environmental Problem and to proceed with the Merger, without acquiring the affected Real Estate, the Overland Park Property or the Fort Sxxxx PropertyPhase I environmental assessments, as applicable. In described above; provided that Buyer shall coordinate such event, the Merger Consideration will be reduced by the Book Value of the Real Estate not purchased or the Appraisal Value of the Overland Park Property or Fort Sxxxx Property not purchased, as applicable. If the cost of taking all such remedial or other corrective actions based on such Phase I environmental reports is less than $150,000, such cost shall be subtracted from the Book Value of the affected Real Estate or from the Appraisal Value of the Overland Park Property or Fort Sxxxx Property, as applicableassessments in advance with Seller.

Environmental Investigation. The Bank shall provide Landmark with copies of any environmental reports it has obtained or received with respect to the Real EstateAcquiror, the Overland Park Property and the Fort Sxxxx Property within five (5) Business Days after the Agreement Date. Landmark, in at its sole discretion, within thirty (30) may obtain, as soon as reasonably practicable, but not later than 30 days after the date of this Agreement Date(or within 30 days after the acquisition or lease of any real property acquired or leased after the date of this Agreement), shall ordera report of a phase one environmental investigation on any or all of the Company's Real Property and Company's Leased Property and, at Landmark’s expenseAcquiror's option: (a) to the extent permitted by the current owners or operators thereof, any other real estate formerly owned by Company or Company's Subsidiaries; and (b) any other real estate acquired by Company's Subsidiaries in satisfaction of a Phase I Environmental Site Assessment conducted debt previously contracted (but excluding space in office or retail and similar establishments leased by an independent professional consultant to determine if any Real Estate, the Overland Park Property Company or the Fort Sxxxx Property contains or gives evidence that any violations of Environmental Laws have occurred on any such propertyits Subsidiaries for automatic teller machines). If prudent, in Acquiror's reasonable -48- discretion and based on the Phase I Environmental Site Assessment discloses any "Recognized Environmental Conditions" as defined by ASTM E 1527-05results of the phase one investigation, then Landmark Acquiror may obtain, at the Bank’s expensewithin 40 days of notifying Company of Acquiror's intention to do so, a Phase II environmental report of a phase two investigation report with respect to the Recognized Environmental Conditions on any or confirmed violations of Environmental Laws as described in all such reports, which report properties. Acquiror shall contain an estimate have 5 business days following its receipt of the cost phase one report to notify Company of any remediation or other follow-up work that may be required Acquiror's intention to address those Recognized Environmental Conditions in accordance with Environmental Lawsobtain a phase two investigation report. Landmark Acquiror shall have fifteen (15) Business Days 5 business days from the receipt of any such environmental reports phase two investigation report to notify the Bank Company of any Recognized Environmental Conditions or confirmed violations dissatisfaction with the contents of Environmental Laws as described in such reportsreport. Should the sum of the cost of taking all remedial or other corrective actions and measures with respect to all Real Estate, the Overland Park Property and the Fort Sxxxx Property, in the aggregate (i) required by applicable Environmental Law law, including applicable cleanup standards, or reasonably likely to be required by applicable law, and (ii) not required or likely required by applicable law, but recommended or suggested by such report or reports due to or prudent in light of serious life, healthenvironmental, environmental health or safety concerns, in the aggregate, concerns exceed the sum of $150,000, 300,000 as reasonably estimated by an environmental remediation expert retained for such purpose by Landmark Acquiror and reasonably acceptable to the BankCompany, or if the cost of such actions and measures cannot be so reasonably estimated by such expert to be such amount or less with any reasonable degree of certainty, such circumstances shall be deemed an “Environmental Problem.” Upon the occurrence of an Environmental Problem, Landmark then Acquiror shall have the right pursuant to elect not to purchase in the Merger the Real EstateSection 8.3.2 hereof, the Overland Park Property for a period of 20 business days following receipt of such estimate or the Fort Sxxxx Property, as applicable, affected by the Environmental Problem by giving written notice to the Bank within thirty (30) days from Landmark’s discovery of the Environmental Problem and to proceed with the Merger, without acquiring the affected Real Estate, the Overland Park Property or the Fort Sxxxx Property, as applicable. In such event, the Merger Consideration will be reduced by the Book Value of the Real Estate not purchased or the Appraisal Value of the Overland Park Property or Fort Sxxxx Property not purchased, as applicable. If indication that the cost of taking all such remedial or other corrective actions based on such environmental reports is less than $150,000and measures cannot be so reasonably estimated, such cost to terminate this Agreement, which shall be subtracted from the Book Value Acquiror's sole remedy in such event. The costs of the affected Real Estate or from the Appraisal Value of the Overland Park Property or Fort Sxxxx Propertyphase one and phase two investigations, as applicableif any, shall be borne by Acquiror.