Common use of Environmental Investigations Clause in Contracts

Environmental Investigations. During the Feasibility Period, Buyer and Buyer’s Agents may enter the Real Property to perform such environmental assessments (including a Phase I and Phase II environmental assessment) of the Real Property (“Environmental Investigation”) which Buyer elects to undertake at Buyer’s sole cost and expense. Prior to performing any Environmental Investigation, Buyer shall submit to Seller at Seller’s address for notice set forth in Section 16.1 below, prior written notice of the date of Buyer’s proposed entry onto the Real Property for such Environmental Investigation, the name of Buyer’s environmental consultant who will conduct the investigation, and a description of the Environmental Investigation to be performed. In the event that Buyer proposes to perform any Environmental Investigation involving soil and/or groundwater sampling, Seller shall approve or disapprove the proposed Environmental Investigation within one (1) business day after receipt of such notice; which approval may be withheld in Seller’s sole discretion; provided, however, if Seller disapproves of the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval within said one (1) business day period shall be deemed Seller’s approval of such Environmental Investigation. If Buyer or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the Buildings. Buyer shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of the Real Property. Seller’s representatives may be present at all times during the activities of Buyer and/or Buyer’s Parties on the Property. All Environmental Investigations shall be subject to Section 7.6 hereof.

Environmental Investigations. During (i) Purchaser may obtain at its own expense within 20 days after the Feasibility Period, Buyer and Buyer’s Agents may enter the Real Property to perform such environmental assessments (including date of this Agreement a Phase I and Phase II environmental assessment) survey of the each Owned Real Property (“Environmental InvestigationPhase I Assessments”) and furnish to Seller a copy of all Phase I Assessments received by Purchaser. If any such Phase I Assessment indicates that any Owned Real Property is not or may not be materially free of environmental contamination, Purchaser, at its option, shall within 20 days after receipt of the Phase I Assessment provide notice to Seller of either (a) its acceptance of such Owned Real Property “as is” to the environmental condition or (b) its option to cause to be prepared, at Purchaser’s expense, a Phase II environmental survey (“Phase II Assessment”) of such Owned Real Property, or such other appropriate investigation as Purchaser deems necessary, which Buyer elects shall include a plan to remedy the contamination and perform further investigation (if necessary) and an estimate of the cost of any remediation or other follow-up work that may be necessary to address, identify or monitor contamination (“Plan”). If necessary, the parties shall postpone the Closing Date to enable the parties to undertake at Buyer’s sole cost the preceding activities. Upon receipt of any Plan and expense. Prior to performing any Environmental Investigation, Buyer shall submit to Seller at Seller’s address for notice set forth in Section 16.1 below, prior written notice the estimate of the date costs of Buyer’s proposed entry onto the Real Property for such Environmental Investigation, the name of Buyer’s environmental consultant who will conduct the all remediation and follow-up work (including investigation, monitoring and obtaining institutional controls), Purchaser and Seller shall attempt to agree upon a description course of action to implement the Environmental Investigation Plan. The estimated total cost for completing a Plan is referred to be performedas the “Remediation Cost” and, subject to the following sentence, Seller agrees to pay the Remediation Cost related to any Plan so long as the Remediation Cost does not exceed $25,000. In the event that Buyer proposes (y) within 20 days following the receipt of any Phase II Assessment (or such other appropriate investigation as Purchaser deems necessary) and any Plan, Purchaser and Seller are unable to perform any Environmental Investigation involving soil and/or groundwater samplingagree to a course of action for implementing the Plan or (z) the Remediation Cost with regard to a Plan exceeds $25,000, Seller Purchaser shall approve or disapprove the proposed Environmental Investigation within one have a 10 day period to either (1) business day after receipt of accept such notice; which approval may be withheld in Seller’s sole discretion; provided, however, if Owned Real Property “as is” to the environmental condition or (2) enter into a lease with Seller disapproves of for the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval within said one (1) business day period shall be deemed Seller’s approval of such Environmental Investigation. If Buyer or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the Buildings. Buyer shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of the Owned Real Property. , on terms and conditions agreed to by Purchaser and Seller’s representatives may be present at all times during the activities of Buyer and/or Buyer’s Parties on the Property. All Environmental Investigations shall be subject to Section 7.6 hereof.

Environmental Investigations. During the Feasibility PeriodOption Term and any Option Term Extension, Buyer Optionee and BuyerOptionee’s Agents may enter the Real Property to perform such non-invasive environmental assessments (including a Phase I and Phase II environmental assessment) of the Real Property (“Environmental Investigation”) which Buyer Optionee elects to undertake at BuyerOptionee’s sole cost and expenseexpense with respect to the Property; provided, however, in no event shall Optionee perform any “Phase II Environmental Assessment” or any testing of soil and/or groundwater of the Property (“Invasive Testing”) without Optionor’s prior written consent and compliance with this Section 7(d) . Prior to performing any Environmental Investigation, Buyer Optionee shall submit to Seller Optionor at Seller’s the address for notice set forth in Section 16.1 16(a) below, at least five (5) business days prior written notice of to the date of BuyerOptionee’s proposed entry onto the Real Property for such Environmental Investigation, the name of BuyerOptionee’s environmental consultant who will conduct the investigation, evidence of the consultant’s level of expertise and experience, and a description of the Environmental Investigation to be performed. In If Optionee proposes any Invasive Testing, then in addition to the event that Buyer proposes foregoing information, Optionee shall submit to perform Optionor the location of any Environmental Investigation involving proposed borings for soil and/or groundwater sampling, Seller the sampling and analytical methods to be used, the chemical parameters and other conditions to be tested, the health and safety plan to be followed, and the measures to be taken to restore the affected areas to pre-existing conditions following completion of the Invasive Testing. Optionor shall approve give Optionee written notice of approval or disapprove the proposed Environmental Investigation disapproval of Optionee’s Invasive Testing investigation plan within one five (15) business day days after receipt of such notice; which approval may be withheld in Seller’s sole discretion; providedthe foregoing information. If Optionor reasonably objects to the environmental consultant or objects to the Invasive Testing investigation plan proposed by Optionee, however, if Seller disapproves of the proposed Environmental Investigation, Seller Optionor shall provide Buyer with give Optionee written notice of its such disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval therefor within said one five (15) business day period period. Thereafter, Optionor and Optionee shall be deemed Sellerpromptly meet and negotiate in good faith to remove Optionor’s approval of such Environmental Investigationobjections. If Buyer In the event that the parties are unable to agree, Optionor’s objections shall stand and Optionee may either terminate the Agreement, choose another environmental consultant or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide elect to Seller a portion of such sample to allow Seller, if it so chooses, to perform revise its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours Invasive Testing investigation plan so as not to interfere with Sellerremove Optionor’s use and occupancy of the Buildingsobjections. Buyer Optionee shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of the Real Property. Seller’s representatives may be present at all times during the activities of Buyer and/or Buyer’s Parties on the Property. All Environmental Investigations shall be subject to Section 7.6 hereof.any

Environmental Investigations. During (i) Buyer may obtain at its expense within 45 days after the Feasibility Perioddate of this Agreement a Phase I environmental survey of each Real Property (a “Phase I Assessments”) and furnish to Seller a copy of all Phase I Assessments received by Buyer. If any such Phase I Assessment indicates that any Real Property is not or may not be materially free of environmental contamination, Buyer, at its option, shall within 20 days after receipt of the Phase I Assessment provide notice to Seller of either (a) its acceptance of such Real Property “as is” to the environmental condition or (b) its option to cause to be prepared, at Buyer’s expense, a Phase II environmental survey (a “Phase II Assessment”) of such Real Property, or such other appropriate investigation as Buyer deems necessary, which shall include a plan to remedy the contamination and perform further investigation (if necessary) and an estimate of the cost of any remediation or other follow-up work that may be necessary to address, identify or monitor contamination (a “Plan”). If necessary, the parties shall postpone the Closing Date to enable the parties to undertake the preceding activities. Upon receipt of any Plan and the estimate of the costs of all remediation and follow-up work (including investigation, monitoring and obtaining institutional controls), Buyer and Buyer’s Agents may enter Seller shall attempt to agree upon a course of action to implement the Real Property Plan. The estimated total cost for completing a Plan is referred to perform such environmental assessments (including a Phase I and Phase II environmental assessment) of as the Real Property (“Environmental Investigation”) which Buyer elects Remediation Cost” and, subject to undertake at Buyer’s sole cost and expense. Prior the following sentence, Seller agrees to performing pay the Remediation Cost related to any Environmental Investigation, Buyer shall submit to Seller at Seller’s address for notice set forth in Section 16.1 below, prior written notice of Plan so long as the date of Buyer’s proposed entry onto the Real Property for such Environmental Investigation, the name of Buyer’s environmental consultant who will conduct the investigation, and a description of the Environmental Investigation to be performedRemediation Cost does not exceed $25,000. In the event that (y) within 20 days following the receipt of any Phase II Assessment (or such other appropriate investigation as Buyer proposes deems necessary) and any Plan, Buyer and Seller are unable to perform any Environmental Investigation involving soil and/or groundwater samplingagree to a course of action for implementing the Plan or (z) the Remediation Cost with regard to a Plan exceeds $25,000 and Seller does not agree to pay the Remediation Cost, Seller Buyer shall approve or disapprove the proposed Environmental Investigation within one have a ten day period to either (1) business day after receipt of such notice; which approval may be withheld in Seller’s sole discretion; provided, however, if enter into a lease or sublease with Seller disapproves of or the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval within said one (1) business day period shall be deemed Seller’s approval of such Environmental Investigation. If Buyer or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the Buildings. Buyer shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of landlord for the Real Property. Seller’s representatives may be present at all times during , on terms and conditions agreed to by Buyer and Seller or the activities of Buyer and/or Buyer’s Parties on landlord, if applicable, (2) exclude the Property. All Environmental Investigations applicable Real Property and its related other Assets and Assumed Liabilities from the Acquisition, whereupon the parties shall be subject negotiate in good faith to reduce the Purchase Price accordingly or (3) terminate this Agreement pursuant to Section 7.6 hereof9.1(d).

Environmental Investigations. During the Feasibility Period, Buyer and Buyer’s Agents may enter the Real Property to perform such non-invasive environmental assessments (including a Phase I and Phase II environmental assessment) of the Real Property (“Environmental Investigation”) which Buyer elects to undertake at Buyer’s sole cost and expenseexpense with respect to the Property; provided, however, in no event shall Buyer perform any “Phase II Environmental Assessment” or any testing of soil and/or groundwater of the Property (“Invasive Testing”) without Seller’s prior written consent and compliance with this Section 7(d) . Prior to performing any Environmental Investigation, Buyer shall submit to Seller at Seller’s the address for notice set forth in Section 16.1 16(a) below, at least five (5) business days prior written notice of to the date of Buyer’s proposed entry onto the Real Property for such Environmental Investigation, the name of Buyer’s environmental consultant who will conduct the investigation, evidence of the consultant’s level of expertise and experience, and a description of the Environmental Investigation to be performed. In the event that Buyer proposes to perform any Environmental Investigation involving soil and/or groundwater sampling, Seller shall approve or disapprove the proposed Environmental Investigation within one (1) business day after receipt of such notice; which approval may be withheld in Seller’s sole discretion; provided, however, if Seller disapproves of the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval within said one (1) business day period shall be deemed Seller’s approval of such Environmental Investigation. If Buyer or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the BuildingsBuilding, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the BuildingsBuilding. If Buyer proposes any Invasive Testing, then in addition to the foregoing information, Buyer shall submit to Seller the location of any proposed borings for soil and/or groundwater sampling, the sampling and analytical methods to be used, the chemical parameters and other conditions to be tested, the health and safety plan to be followed, and the measures to be taken to restore the affected areas to pre-existing conditions following completion of the Invasive Testing. Seller shall give Buyer written notice of approval or disapproval of Buyer’s Invasive Testing investigation plan within five (5) business days after receipt of the foregoing information. If Seller reasonably objects to the environmental consultant or objects to the Invasive Testing investigation plan proposed by Buyer, Seller shall give Buyer written notice of such disapproval and the reasons therefor within said five (5) business day period. Thereafter, Seller and Buyer shall promptly meet and negotiate in good faith to remove Seller’s objections. In the event that the parties are unable to agree, Seller’s objections shall stand and Buyer may either terminate the Agreement, choose another environmental consultant or elect to revise its Invasive Testing investigation plan so as to remove Seller’s objections. Buyer shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing that will disturb the surface of the Real PropertyInvasive Testing. Buyer shall not install any monitoring xxxxx. If Buyer seeks to sample groundwater, Buyer shall do so through hydropunch or other geoprobe sampling procedures. Seller’s representatives may be present at all times during the activities of Buyer and/or Buyer’s Parties on the Property. Seller shall have the right, at Seller’s expense to take split samples or verification samples from any Invasive Testing conducted by Buyer. All Environmental Investigations shall be subject to Section 7.6 7(e) hereof. If any reports, studies, tests, documents or information applicable to the environmental condition of the Property arising out of an Environmental Investigation or any Invasive Testing are required to be disclosed to a federal, state or local agency or governmental body, then Buyer agrees that Seller shall be the party to furnish such documentation to the applicable governmental agency having jurisdiction over the Property and neither Buyer nor its agents, employees or environmental consultants shall furnish such information to the applicable governmental agencies. If there is a demand for such information generated by an Environmental Investigation or any Invasive Testing by a governmental agency or by legal process issued by a court of competent jurisdiction and Buyer has received actual notice of such demand, Buyer shall promptly provide notice of such demand to Seller and afford Seller an opportunity to impose any objections or defenses to such demand. Buyer agrees that copies of all reports, studies and other documents and information generated or prepared by or for Buyer in connection with Buyer’s Environmental Investigations or any Invasive Testing of the Property shall be furnished to Seller within five (5) business days of Buyer’s receipt of same.