Common use of Environmental Investigation Clause in Contracts

Environmental Investigation. (a) EQBK and its consultants, agents and representatives will have the right, to the same extent that RBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigations, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at any time on or prior to the date that is forty-five (45) days after the date of this Agreement. EQBK will notify RBI prior to any physical inspections of the Property, and RBI may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by EQBK, EQBK will (i) notify RBI of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such Secondary Investigation, and (ii) commence such Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. EQBK will give reasonable notice to RBI of such Secondary Investigations, and RBI may place reasonable time and place restrictions on such Secondary Investigations. After completing the Environmental Inspections and Secondary Investigation contemplated by this Agreement, EQBK shall remove the equipment and restore any part of the Property that was affected by its activities to a condition that is reasonably similar to the condition of the Property at the time immediately preceding the commencement of said activities. (b) RBI agrees to make available to EQBK and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including the results of other Environmental Inspections and surveys. RBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with EQBK and will be entitled to certify the same in favor of EQBK and its consultants, agents and representatives and make all other data available to EQBK and its consultants, agents and representatives.

Environmental Investigation. (a) EQBK and its consultants, agents and representatives will have the right, to the same extent that RBI Prairie has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigations, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at any time on or prior to the date that is forty-five (45) days after the date of this Agreement. EQBK will notify RBI Prairie prior to any physical inspections of the Property, and RBI Prairie may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by EQBK, EQBK will (i) notify RBI Prairie of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such Secondary Investigation, and (ii) commence such Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. EQBK will give reasonable notice to RBI Prairie of such Secondary Investigations, and RBI Prairie may place reasonable time and place restrictions on such Secondary Investigations. After completing the Environmental Inspections and Secondary Investigation contemplated by this Agreement, EQBK shall remove the equipment and restore any part of the Property that was affected by its activities to a condition that is reasonably similar to the condition of the Property at the time immediately preceding the commencement of said activities. (b) RBI Prairie agrees to make available to EQBK and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including the results of other Environmental Inspections and surveys. RBI Prairie also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with EQBK and will be entitled to certify the same in favor of EQBK and its consultants, agents and representatives and make all other data available to EQBK and its consultants, agents and representatives.

Environmental Investigation. (a) EQBK SPFI and its consultants, agents and representatives will representatives, at the sole cost and expense of SPFI, shall have the right, right to the same extent that RBI WTSB has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). SPFI shall notify WTSB in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. EQBK will notify RBI prior to any physical inspections of the PropertyEnvironmental Inspection, and RBI WTSB may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by EQBKSPFI, EQBK will SPFI shall (i) notify RBI WTSB in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of SPFI, commence such the Secondary Investigation. SPFI shall give reasonable written notice to WTSB of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. EQBK will give reasonable notice to RBI of such Secondary Investigations, and RBI WTSB may place reasonable time and place restrictions on such the Secondary Investigations. After completing the Environmental Inspections and Secondary Investigation contemplated by this Agreement, EQBK shall remove the equipment and restore any part of the Property that was affected by its activities to a condition that is reasonably similar to the condition of the Property at the time immediately preceding the commencement of said activitiesInvestigation. (b) RBI SPFI shall make available to WTSB the results and reports of such Environmental Inspections and Secondary Investigations after SPFI receives or is advised of such results. SPFI shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by Law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by SPFI. SPFI shall make no such report before Closing unless required to do so by applicable Law, and in such case will give WTSB reasonable written notice of SPFI’s intentions. (c) SPFI shall have the right to terminate this Agreement pursuant to Section 11.01(d) if, with respect to the Properties (as defined in Section 13.10) only, (i) the factual substance of any warranty or representation set forth in Section 4.24 is not materially true and accurate; (ii) the results of an Environmental Inspection or Secondary Investigation are disapproved by SPFI because such Environmental Inspection or Secondary Investigation identifies material violations or potential material violations of Environmental Laws; (iii) WTSB has refused to allow SPFI to conduct an Environmental Inspection or Secondary Investigation in a manner that SPFI reasonably considers necessary; (iv) the Environmental Inspection or Secondary Investigation identifies any past or present event, condition or circumstance that would or potentially could reasonably be expected to require a remedial or cleanup action costing in excess of $25,000 or result in a Material Adverse Change to WTSB; (v) the Environmental Inspection or Secondary Investigation identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either at March 31, 2019 or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection or Secondary Investigation identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which could reasonably be expected to result in a Material Adverse Change to WTSB. SPFI shall advise WTSB in writing (the “Environmental Notice”) as to whether SPFI intends to terminate this Agreement pursuant to Section 11.01(d) because SPFI disapproves of the results of the Environmental Inspection or Secondary Inspection in respect of the Properties. Upon receipt of the Environmental Notice, WTSB shall have the opportunity to correct any objected to violations or conditions to SPFI’s reasonable satisfaction within thirty (30) calendar days after the date of the Environmental Notice. If WTSB fails to demonstrate correction of the violations or conditions to the reasonable satisfaction of SPFI, SPFI may terminate the Agreement pursuant to Section 11.01(d) on the thirty-first (31st) day after the delivery of the Environmental Notice. (d) WTSB agrees to make available to EQBK SPFI and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including the results of other Environmental Inspections environmental inspections and surveys. RBI WTSB also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with EQBK SPFI and will shall be entitled to certify the same in favor of EQBK SPFI and its consultants, agents and representatives and make all other data available to EQBK SPFI and its consultants, agents and representatives.

Environmental Investigation. (a) EQBK and Acquiror may, in its consultantsdiscretion, agents and representatives will have the right, to the same extent that RBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigations, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at any time on or prior to the date that is within forty-five (45) days after the date Agreement Date, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be conducted in accordance with ASTM Standard E1527-21, Standard Practice for Environmental Site Assessments (the “ASTM Standard”) to be delivered to Company and Acquiror for each parcel of this Agreementreal property in which the Company or any of its Subsidiaries holds an interest (each, a “Phase I Report”) conducted by an independent professional consultant selected by the Company and reasonably acceptable to Acquiror to determine if any real property in which the Company or any of its Subsidiaries holds any interest contains or gives evidence of any “Recognized Environmental Conditions,” as that term is defined in the ASTM Standard. EQBK will notify RBI prior If a Phase I Report discloses any “Recognized Environmental Conditions” under the ASTM Standard, then Acquiror may, upon receipt of written permission from the Company, which permission shall not be unreasonably withheld, promptly obtain a Phase II subsurface investigation with respect to any physical inspections Recognized Environmental Condition identified in a Phase I, which report shall, to the extent feasible, contain an estimate of the Propertyapproximate cost of any remediation or other follow-up work recommended to address those conditions in accordance with applicable Legal Requirements (each, a “Phase II Report,” and, together with the associated Phase I Report, an “Environmental Report”), the cost of obtaining any Phase II Report described in this Section 5.12(a) shall be borne by Acquiror, and RBI may place reasonable restrictions on such report shall be provided to both the time of such inspectionsCompany and Acquiror. If, as a result of Neither the Company nor Acquiror shall have any such duty to act upon any information produced by an Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by EQBK, EQBK will (i) notify RBI of any Property for which it intends to conduct such a Secondary Investigation and Report. All Environmental Reports shall be the reasons for such Secondary Investigation, and (ii) commence such Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. EQBK will give reasonable notice to RBI of such Secondary Investigations, and RBI may place reasonable time and place restrictions on such Secondary Investigations. After completing the Environmental Inspections and Secondary Investigation contemplated by this Agreement, EQBK shall remove the equipment and restore any part property of the Property that was affected by its activities to a condition that is reasonably similar to Company and shall be held in confidence as provided in the condition of the Property at the time immediately preceding the commencement of said activitiesConfidentiality Agreement. (b) RBI agrees to make available to EQBK and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including In the event that the results of other any Phase II Report discloses any environmental condition or conditions which, either in accordance with Environmental Inspections Laws or reasonable commercial practices, would reasonably be expected to require cleanup and/or remediation the cost of which, either individually or in the aggregate, would reasonably be expected to exceed $3,000,000, then Acquiror may, at its sole option, terminate this Agreement upon ten (10) days prior written notice to the Company. (c) Acquiror ▇▇▇▇▇▇ agrees to indemnify, defend and surveyshold the Company harmless from and against any cost, expense, charge, lien, action or judgment, as well as any claim of a right to any such cost, expense, charge, lien, action or judgment arising from any act or omission of Acquiror, Acquiror’s agents or contractors, or any services, labor, supplies or materials provided or performed by surveyors, engineers, and others hired by Acquiror to make the inspections and tests, and from and against any personal injury and property damage caused by the act or neglect of Acquiror or any of its agents, or independent contractors in connection with any Phase II Report. RBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with EQBK and will Notwithstanding the foregoing, in no event shall Acquiror be entitled to certify held liable for the same in favor costs of EQBK and its consultants, agents and representatives and make all other data available to EQBK and its consultants, agents and representativesany cleanup and/or remediation of any condition identified by a Phase II Report.