Environmental Report. Prior to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such condition.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Gray Communications Systems Inc /Ga/), Stock Purchase Agreement (Busse Broadcasting Corp)
Environmental Report. Prior (a) Buyer may cause to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska prepared and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, delivered at its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction expense within ninety (90) 60 days after the date of this Agreement, a Phase I environmental report for the Stockholders' Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the related environmental records in the possession of Seller, as necessary for the preparation of the Phase I environmental report. Buyer shall deliver to Seller a copy of any such environmental report within five Business Days of receipt of the final draft of the letter reportsuch report by Buyer. If such condition canenvironmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) to the extent required by applicable Environmental Law (the "Remediation") and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be remedied obligated to Purchaserspend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1 (c)(vii) by notice to Seller given within five Business Days of the Remediation Notice; provided, that if within five Business Days after receipt by Seller of Buyer's reasonable satisfaction within ninety (90) daysnotice of termination pursuant to Section 10. l(c)(vii), the Purchase Price Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such termination shall be reduced by void ab initio and this Agreement shall be deemed not to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1 (c)(vii) within such five Business Day period, (i) Buyer shall be deemed to have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount determined of $200,000 less the aggregate of all amounts paid by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Seller to third parties in connection with the Remediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Environmental Consultant Remediation or otherwise in connection with any condition referred to in any report prepared and/or delivered pursuant to this Section 7.5.
(b) If Seller concludes, in its reasonable judgment, that the cost of the Remediation will not exceed $200,000 or Seller agrees to bear any costs of Remediation in excess of $200,000, then Seller shall have the sole right to direct the Remediation; provided, that if Buyer agrees to bear any costs of Remediation in excess of $200,000, then from and after the Closing Buyer may assume responsibility for overseeing the Remediation.
(c) In the event that Seller assumes full responsibility for the Remediation and such Remediation has not been completed prior to the Closing, then from and after the Closing and until Seller and Buyer shall have agreed that Remediation has been completed, Buyer shall cooperate with Seller and permit access to the Real Property to Seller and its representatives during normal business hours in order for the Remediation to be reasonably necessary to remedy such conditioncompleted.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)
Environmental Report. Prior Within sixty (60) days prior to the Closingexpiration of the Lease Term or any extension of the Lease Term, if any, Tenant shall have the Company Demised Premises thoroughly inspected by an environmental consultant reasonably acceptable to Landlord for purposes of determining whether the Demised Premises is free from all Hazardous Substances. Tenant shall deliver to Landlord a copy of the environmental consultant's report thirty (30) days prior to the expiration of the Lease Term. In the event the report discloses the existence of any Hazardous Substances, with respect to which there is required any clean-up or any other form of remediation or other response (collectively "Remediation") as a result of Hazardous Substances that are not identified in (i) provide to Purchaser a letter from the Nebraska Department of Phase I Environmental Quality ("DEQ") stating that no further investigation or remediation will be required Site Assessment Report, prepared by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TVAKT Environmental Consultants, LincolnInc., Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs")dated December ____, 1996, or (ii) causethe Baseline Environmental Assessment, at its sole cost prepared by AKT Environmental Consultants, Inc., dated December ____, 1996, Tenant shall perform such immediately and expensedeliver the Demised Premises with the conditions specified in the report "remediated", ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action")full satisfaction of Landlord. In the event the Stockholders do conditions specified in the report require Remediation which cannot make such election or the Remedial Action is not be completed on or prior to the Closing Dateexpiration of the Lease Term and Landlord cannot, then prior to such completion, lease the Purchase Price Demised Premises to another party, Tenant shall be reduced by obligated to reimburse Landlord the greater of (1) the fair market rental value of the Demised Premises, or (2) the Annual Base Rent, as adjusted, for each day delivery of the Demised Premises to Landlord in the required condition is delayed beyond the expiration of the Lease Term. The Tenant shall also deliver to the Landlord a letter of credit in an amount equal to the costs of Remediation plus either the fair market rental value of the Demised Premises or the Annual Base Rent, as adjusted, at least ten (10) days prior to the expiration of the Lease Term. For the purposes of the preceding sentence, the costs of Remediation shall be deemed to be that amount so determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionenvironmental consultant.
Appears in 2 contracts
Sources: Real Property Put and Option Agreement (Ha Lo Industries Inc), Lease (Ha Lo Industries Inc)
Environmental Report. Prior Unless the Lessee has exercised its option to purchase the Facility and has paid all amounts due and owing in connection therewith, not less than 90 days and not more than 180 days prior to the Closinglast day of the Term (or the date on which the Facility is otherwise returned to the Owner Trustee or the Indenture Trustee, as the case may be), the Company Lessee shall (i) provide to Purchaser the Owner Trustee the Owner Participant, and the Indenture Trustee (in the event that the Secured Indebtedness has not been fully paid and satisfied) an inspection report prepared by a letter from reputable environmental consulting firm selected by the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related Owner Trustee and reasonably satisfactory to the two fuel oil underground storage tanks formerly located at KOLN-TVOwner Participant or the Indenture Trustee, Lincolnas the case may be, Nebraska certifying whether or not the Site and noted the Facility are in Section 4.7 of the compliance with CERCLA, RCRA and in all material respects with all other then existing Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentLaws. In the event actionable levels of contamination related to that such report indicates that the Former USTs are detected by such Investigation, Site or the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination Facility is not in compliance with applicable state regulations (all then existing Environmental Laws or that Remedial Action could be required at the "Remedial Action"). In Leased Property, the event the Stockholders do not make such election Owner Trustee or the Remedial Action Indenture Trustee, as the case may be, may elect either (A) to deem that the Leased Property is not completed returned until the earlier of (1) the date on which the Site and the Facility are in compliance with all then existing Environmental Laws and (2) one year after the last day of the Term, in which case the Lessee shall continue to be obligated under all the terms and conditions of this Lease (including without limitation the provisions relating to insurance, indemnification and risk of loss), except that the Lessee shall not be required to pay Periodic Rent and Periodic Site Rent after the expiration of the Basic Term or prior any Renewal Term, as the case may be, but the Lessee shall pay to the Closing DateOwner Trustee or the Indenture Trustee, then as the Purchase Price shall be reduced case may be, as liquidated damages, and not as a penalty, for the failure of the Lessee to return the Leased Property to the Owner Trustee or the Indenture Trustee, as the case may be, at the expiration of the Term as required by the provisions of this Section 16, an amount determined by the Environmental Consultant equal to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised 120% of the status daily equivalent of any Investigation (y) the arithmetic average of the Periodic Rent during the Basic Term, or Remedial Action by providing (z) if the Purchaser with Material documents and information relating failure to return occurs after a Renewal Term, the arithmetic average of the Periodic Rent during such Renewal Term, or (B) to terminate this Lease, in which case the Lessee shall pay to the performance Owner Trustee or the Indenture Trustee, as the case may be, the Termination Value for the Facility and title to this Facility shall vest in the Lessee upon such payment. If the Owner Trustee or the Indenture Trustee, as the case may be, elects the option specified in clause (A) above and the Facility has not been properly repaired one year after the last day of the Investigation and Remedial Action. Prior Term, the Lessee shall pay to the ClosingOwner Trustee or the Indenture Trustee, as the case may be, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Termination Value for the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionFacility.
Appears in 1 contract
Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property will be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised environmental condition of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the ClosingProperty, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and HeartwellSeller will be granted a reasonable period, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price shall other limitations and contingencies set forth in this Agreement, the closing date will be reduced by extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or this contingency will be deemed waived. The time for closing will be extended accordingly. Seller has previously conducted environmental work on the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Property and a copy of the Environmental Consultant to closure letter can be reasonably necessary to remedy such conditionobtained from the Minnesota Department of Agriculture.
Appears in 1 contract
Sources: Purchase Agreement
Environmental Report. Prior Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (the "Environmental Report") of the Real Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Sellers. If Buyer shall elect to receive an Environmental Report, such Environmental Report shall have been ordered by Buyer not later than fifteen (15) Business Days from the Closingdate hereof. Buyer shall promptly upon receipt provide Sellers with a copy of such Environmental Report. If prepared, the Company Environmental Report shall show no environmental condition on or affecting such Real Property or the CATV Business that (i) provide could reasonably be expected to Purchaser a letter from materially impair the Nebraska Department use or value of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to such Real Property for the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 continued operation of the Environmental Report related CATV Systems as operated by Sellers on the Closing Date or subject Buyer to KOLN-TV (the "Former USTs")any material liability for fines, penalties, or cleanup or response costs if Buyer consummates this Agreement, or (ii) causewould cause a reasonable purchaser experienced in environmental matters to proceed with a Phase II environmental site assessment before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to Closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report within fifteen (15) Business Days from the date hereof, (b) if at its sole cost and Sellers' expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other Sellers shall have cured all material adverse environmental conditions identified to Sellers by Buyer in writing to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the remediation, to the level that Buyer's environmental consultant as has certified to Sellers and Buyer that all requirements of Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall be reasonably acceptable to Purchaser (the "Environmental Consultant"have been made for such cure) to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, (c) if the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant subject parcel of Real Property is retained by Sellers and replaced prior to visually observe the towers located in Beaver Crossing and HeartwellClosing, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations at Sellers' cost, with another parcel of property of substantially equivalent utility, which replacement property shall be paid equally by fully equipped and operational in all material respects as of the Stockholders Closing or, (d) if Buyer and Purchaser. Such letter report shall state that no condition exists Sellers mutually agree in writing on adjustments to the Purchase Price, payment of insurance proceeds, limitations on the representations of Sellers and all other matters with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such material adverse environmental condition.
Appears in 1 contract
Sources: Asset Purchase Agreement (Frontiervision Capital Corp)
Environmental Report. Prior Landlord shall deliver or shall cause to be delivered to Tenant a copy of a Phase I Environmental Site Assessment certified to Landlord and Tenant ("REPORT") with respect to the ClosingLand, prepared by a qualified, nationally recognized third-party environmental consulting firm on or before the Commencement Date. Tenant agrees not to release the Report, or a copy of it, or any part of it, or disclose any of the information contained in the Report to any third party (other than Tenant's counsel) without the express prior written consent of Landlord. Such consent shall not be unreasonably withheld as long as the proposed party to whom the report is given executes a letter agreement containing covenants similar to this Section 29(d). Tenant releases Landlord for any inaccuracies, omissions, or errors contained in the Report. Tenant agrees that it will not rely on the Report and it will make whatever independent investigation it feels is necessary to investigate the environmental and other conditions of the Land. Tenant agrees that Landlord has no duty to correct any inaccuracies, errors, or omission in the Report, to supplement the Report with any additional information, or to provide Tenant with any information concerning the environmental conditions of the Land. Tenant agrees that Landlord considers the Report to be confidential proprietary information and Tenant agrees to maintain the confidentiality and security of the Report information in accordance with the highest standards of confidentiality and security associated with the protection of "trade secrets." Landlord hereby expressly disclaims responsibility for the investigation of the Land by Tenant and further disclaims any responsibility for the contents of the Report. Tenant's obligations pursuant to this Section 29(e) shall survive the expiration or termination of this Lease. Landlord represents and warrants to Tenant that to Landlord's actual, current knowledge, there are no Hazardous Materials in, on or under the Project except as set forth in the Report. As used in the preceding sentence, the Company phrase "to Landlord's actual, current knowledge" shall mean the actual (inot constructive) provide to Purchaser a letter from the Nebraska Department knowledge of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 Andrew S. Lowe as of the Environmental Report related to KOLN-TV (the "Former USTs"), date hereof without any duty or (ii) cause, at its sole cost and expenseobligation ▇▇ ▇▇▇▇▇▇, ▇▇▇uire or make independent inquiry or investigation of any such representation, warranty or statement. Tenant acknowledges and agrees that Andrew S. Lowe shall not be personally liable or have any personal l▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent in connection with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionthis Lease.
Appears in 1 contract
Sources: Lease Agreement (Aviall Inc)
Environmental Report. Prior At least 40 days before the FCC Order (or such longer period if necessary to avoid a delay of the Closing), Purchaser may elect, at its expense, to commission a Phase I environmental review of the Transmitter Site, using environmental consultants reasonably acceptable to Seller. The Seller will provide access to the ClosingTransmitter Site for the environmental consultants and will reasonably cooperate with such consultants in the preparation of their report. To the extent that such report reveals items affecting the Transmitter Site that cause the representations and warranties contained in Section 3.6(c) to be untrue (the "Remediation Activities"), Purchaser will provide a notice to the Seller listing the Remediation Activities and Purchaser's estimate of the costs to be borne by the Seller in connection with the Remediation Activities. Upon receipt of such notice, the Company shall Seller will either (i) provide to Purchaser a letter from complete the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related Remediation Activities prior to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), Closing or (ii) cause, at its sole authorize Purchaser to deduct the estimated cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination Remediation Activities from the Former USTs is present. In purchase price and to place such deducted funds in an escrow account (from which the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised actual costs of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations Remediation Activities shall be paid and any remaining funds after completion of the Remediation Activities, together with any interest earned on such escrowed funds, shall be refunded to Seller); provided, however, that Seller's liability under this Section 5.5 shall not exceed an aggregate of $5.0 million. If Seller in good faith disputes the findings of the environmental consultants, it shall cause to be prepared other findings from an independent environmental consultant disputing the Remediation Activities and present them to Purchaser. If the parties cannot agree upon the Remediation Activities, the issue will be presented to an independent environmental consultant mutually acceptable to the parties (and whose fees and expenses will be borne equally by the Stockholders parties), and Purchaser. Such letter report the determination of such independent environmental consultant shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any be determinative of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionRemediation Activities.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hispanic Broadcasting Corp)
Environmental Report. Prior to Within fifteen (15) days from the Closingdate of this Agreement, Seller and the Company Company, at the Company's expense, shall (i) provide furnish to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska Phase I environmental study and noted in Section 4.7 report covering all of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost Company Real Estate and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other prepared by an environmental consultant as shall be reasonably consulting firm mutually acceptable to Seller and Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionReport"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by If the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of Report shows any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state environmental condition that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition is unacceptable to Purchaser's reasonable satisfaction , Purchaser shall, within ninety ten (9010) days after the date of the Stockholders' its receipt of the final draft Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of such ten-day notification period, Purchaser shall be deemed to have accepted the form and substance of the letter reportEnvironmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that Seller proposes to take in order to cure Purchaser's Environmental Objections. If such condition cannot be remedied Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction within ninety (90) daysof Purchaser, the Purchase Price shall be reduced Purchaser may terminate this Agreement by notice in writing to Seller by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ earliest to occur of (i) the Closing Date or the Environmental Consultant to be reasonably necessary (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy such conditionPurchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Current Environmental Report strictly confidential and shall not disclose the same or its contents to any third party without the prior written consent of Purchaser.
Appears in 1 contract
Environmental Report. Prior to In the Closingevent the Report discloses the existence of any Hazardous Substances in, on or under the Leased Premises, Including, but not limited to, the Company shall (i) provide to Purchaser a letter from the Nebraska Department existence of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil any underground storage tanks formerly located at KOLNand/or petroleum or petroleum by-TVproducts, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) causeLandlord, at its Landlord's sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ prior to the date Landlord delivers possession of the Leased Premises to Tenant, as provided in Article 4, shall properly remove, and dispose of any such underground storage tanks and shall properly remove and dispose of any Hazardous Substances and/or petroleum or petroleum by-products. All such other environmental consultant as disposal and removal shall be reasonably acceptable to Purchaser conducted in accordance with all federal, state and local laws, ordinances, and rules or regulations, or other binding determinations of any federal, state, local, or other governmental entity exercising executive, legislative, judicial, regulatory, or administrative functions (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"whether now or hereafter existing). In the event of any such removal and disposal by Landlord hereunder, upon completion of the Stockholders do not make such election or same the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Leased Premises shall again be reduced tested by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser environmental engineer and/or contractor and the Company. The Environmental Consultant's costs results delivered to conduct Tenant; Landlord shall also deliver in such visual observations shall be paid equally by the Stockholders event all necessary governmental inspections and Purchaser. Such letter report shall state that no condition exists approvals with respect to the assets currently ownedremoval, leased, operated, or controlled by the Company or any remediation and disposal work. Tenant shall have no obligation to accept delivery of possession of the Subsidiaries Leased Premises until Landlord has complied with the provisions of this Section; provided, however, that has resulted inTenant may, or would reasonably be expected to result inat Tenant's option, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate accept possession of the total cost Leased Premises prior to the completion of remedying any such condition reported therein. In remediation if Landlord provides Tenant with final remediation plans and Tenant determines that the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date effectuation of said remediation will not adversely Impact Tenants full use and enjoyment of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionLeased Premises.
Appears in 1 contract
Environmental Report. Prior (a) In connection with a return pursuant to Section 5.2 and Section 14.3, the Lessee shall provide to the ClosingLessor and the Owner Participant, not later than 270 days prior to the Expiration Date, or in connection with a return other than on the Expiration Date, not later than the date of return, an inspection report prepared by a reputable environmental consulting firm (selected by the Owner Participant and reasonably acceptable to the Lessee) as to the environmental condition of Clover Unit 1 and the Clover Real Estate and the compliance or non-compliance with applicable environmental laws, in form, scope and substance reasonably satisfactory to the Owner Participant. The costs and expenses of preparing and providing such report shall be for the account of the Lessee. The provision of such report shall not relieve the Lessee of liability with respect to environmental conditions, known or unknown, in respect of Clover Unit 1 and the Clover Real Estate, and the Lessee will take any and all actions necessary to ensure that Clover Unit 1 and the Clover Real Estate comply with all such environmental laws. If such report shall indicate that either Clover Unit 1 or the Clover Real Estate is not in compliance with applicable environmental laws, the Company shall Lessee shall, within 90 days of the Lessor having received such inspection report, (a) provide the Owner Participant with a remediation plan approved by the applicable Governmental Entity designed to ensure that Clover Unit 1 and the Clover Real Estate will be brought into compliance with applicable environmental laws as promptly as is reasonably practical and without materially adversely affecting the continued operation of Clover Unit 1 and (b)
(i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related place in escrow funds in an amount corresponding to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 Lessor's Percentage of the Environmental Report related cost estimate of such remediation plan (as certified by the environmental consulting firm that prepared such report or another expert reasonably satisfactory to KOLN-TV (the "Former USTs"Owner Participant), which escrow shall provide for the payment of the costs of such plan as the same become due and payable or (ii) causemake other arrangements that are satisfactory to the Owner Participant, at as determined in its sole cost and expensediscretion acting in good faith, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or for such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), purposes. The obligations of the area surrounding Lessee set forth in this Section 5.3 shall survive the Former USTs to determine if contamination from termination of this Equipment Operating Lease and the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised expiration of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionTerm.
Appears in 1 contract
Sources: Equipment Operating Lease Agreement (Old Dominion Electric Cooperative)
Environmental Report. Prior Buyer shall have received, at Buyer's option and expense, a Phase I environmental site assessment (the "Environmental Report") of the Real Property performed by a nationally recognized environmental firm designated by Buyer and reasonably satisfactory to Seller. If Buyer shall elect to receive an Environmental Report, such Environmental Report shall have been arranged for by Buyer not later than 10 business days from the Closingdate hereof and true and complete copies of the final Environmental Report and all drafts thereof and correspondence relating thereto shall be delivered to Seller not later than 45 days from the date hereof and Buyer will confirm to Seller in writing not later than 45 days from the date hereof which, if any, terms in the Environmental Report are material adverse environmental conditions within the meaning of this Section 7.08. If prepared, the Company Environmental Report shall show no environmental condition on or affecting such Real Property that (i) provide could reasonably be expected to Purchaser a letter from impair the Nebraska Department use or value of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to such Real Property for the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 continued operation of the Environmental Report related CATV Systems as operated by Seller on the Closing Date or subject Buyer to KOLN-TV (the "Former USTs")any liability for fines, penalties, or cleanup or response costs if Buyer consummates this Agreement, or (ii) causewould cause a reasonable purchaser experienced in environmental matters to perform further investigation or testing before proceeding with the transfer of the Real Property. Notwithstanding the foregoing, this condition to closing shall not be applicable (a) with respect to any Real Property as to which Buyer shall not have ordered an Environmental Report at its sole cost and least 10 business days from the date hereof, (b) if at Seller's expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other Seller shall have cured all material adverse environmental conditions identified to Seller by Buyer in writing not later than 45 days from the date hereof to the level that the appropriate governmental agency determines that no further action is required, or, when no governmental agency is involved in the remediation, to the level that Seller's environmental consultant as has certified to Seller and Buyer that all requirements of Environmental Law have been satisfied (or provisions reasonably satisfactory to Buyer shall be reasonably acceptable to Purchaser (the "Environmental Consultant"have been made for such cure) to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, (c) if the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant subject parcel of Real Property is retained by Seller and replaced prior to visually observe the towers located in Beaver Crossing and HeartwellClosing, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultantat Seller's costs to conduct such visual observations cost, with another parcel of property of substantially equivalent utility, which replacement property shall be paid equally by fully equipped and operational in all material respects as of the Stockholders Closing or, (d) if Buyer and Purchaser. Such letter report shall state that no condition exists Seller mutually agree in writing on adjustments to the Purchase Price, payment of insurance proceeds, limitations on the representations of Seller and all other matters with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such material adverse environmental condition.
Appears in 1 contract
Sources: Asset Purchase Agreement (Frontiervision Holdings Capital Corp)
Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigationenvironmental condition of the Property, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Seller shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closinggranted a reasonable period, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price other limitations and contingencies set forth in this Agreement, the closing date shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or the Environmental Consultant to this contingency shall be reasonably necessary to remedy such conditiondeemed waived. The time for closing shall be extended accordingly.
Appears in 1 contract
Sources: Purchase Agreement
Environmental Report. Prior (a) Buyer may cause to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska prepared and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, delivered at its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction expense within ninety (90) 60 days after the date of this Agreement, a Phase I environmental report for the Stockholders' Real Property. Seller shall cooperate with Buyer and permit access to such Real Property during normal business hours in order for Buyer or its representatives to inspect such property and the related environmental records in the possession of Seller, as necessary for the preparation of the Phase I environmental report. Buyer shall deliver to Seller a copy of any such environmental report within five Business Days of receipt of the final draft of the letter reportsuch report by Buyer. If such condition canenvironmental report discloses one or more adverse environmental conditions which require remediation under applicable Environmental Law, Seller shall assume full responsibility for remediation of each such environmental condition(s) to the extent required by applicable Environmental Law (the "Remediation") and shall bear all expenses incurred in connection therewith; provided, that Seller shall not be remedied obligated to Purchaserspend more than $200,000 in connection with the Remediation. Buyer shall give Seller notice confirming that Buyer has delivered to Seller all environmental reports to be prepared pursuant to this Section 7.5, and Seller shall notify Buyer within twenty Business Days after its receipt of such notice if Seller concludes, in its reasonable judgment, that it is or will be unable to complete the Remediation for $200,000 or less (the "Remediation Notice"). If Seller gives a Remediation Notice, then Buyer may terminate this Agreement pursuant to Section 10.1(c)(vii) by notice to Seller given within five Business Days of the Remediation Notice; provided, that if within five Business Days after receipt by Seller of Buyer's reasonable satisfaction within ninety (90) daysnotice of termination pursuant to Section 10.1(c)(vii), the Purchase Price Seller gives notice to Buyer that Seller agrees to bear all costs of Remediation in excess of $200,000, such 35 termination shall be reduced by void ab initio and this Agreement shall be deemed not to have been terminated. If Buyer does not terminate this Agreement pursuant to Section 10.1(c)(vii) within such five Business Day period, (i) Buyer shall be deemed to have assumed all liabilities and obligations in connection with the Remediation as of the Closing Date, (ii) Buyer shall receive a credit at the Closing in the amount determined of $200,000 less the aggregate of all amounts paid by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Seller to third parties in connection with the Remediation and (iii) after the Closing Date Seller shall have no obligation or liability with respect to the Environmental Consultant Remediation or otherwise in connection with any condition referred to in any report prepared and/or delivered pursuant to this Section 7.5.
(b) If Seller concludes, in its reasonable judgment, that the cost of the Remediation will not exceed $200,000 or Seller agrees to bear any costs of Remediation in excess of $200,000, then Seller shall have the sole right to direct the Remediation; provided, that if Buyer agrees to bear any costs of Remediation in excess of $200,000, then from and after the Closing Buyer may assume responsibility for overseeing the Remediation.
(c) In the event that Seller assumes full responsibility for the Remediation and such Remediation has not been completed prior to the Closing, then from and after the Closing and until Seller and Buyer shall have agreed that Remediation has been completed, Buyer shall cooperate with Seller and permit access to the Real Property to Seller and its representatives during normal business hours in order for the Remediation to be reasonably necessary to remedy such conditioncompleted.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Cable Tv Investors 5 LTD)
Environmental Report. Prior to Within forty-five (45) days from the Closingdate of this Agreement, Seller and the Company Company, at Seller's expense, shall (i) provide furnish to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska Phase I environmental study and noted in Section 4.7 report covering all of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost Company Real Estate and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other prepared by an environmental consultant as shall be reasonably consulting firm mutually acceptable to Seller and Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial ActionReport"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by If the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of Report shows any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state environmental condition that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition is unacceptable to Purchaser's reasonable satisfaction , Purchaser shall, within ninety ten (9010) days after the date of the Stockholders' its receipt of the final draft Environmental Report, notify Seller of such condition(s) and the reasons for Purchaser's objections thereto ("Purchaser's Environmental Objections"). Upon expiration of such ten-day notification period, Purchaser shall be deemed to have accepted the form and substance of the letter reportEnvironmental Report, except, however, those matters to which Purchaser has timely objected in accordance with the preceding sentence. Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Environmental Objections. Within five days following receipt of Purchaser's Environmental Objections, Seller shall give notice to Purchaser of what actions, if any, that Seller proposes to take in order to cure Purchaser's Environmental Objections. If such condition cannot be remedied Seller is unable or unwilling to remedy Purchaser's Environmental Objections to the reasonable satisfaction within ninety (90) daysof Purchaser, the Purchase Price shall be reduced Purchaser may terminate this Agreement by notice in writing to Seller by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ earliest to occur of (i) the Closing Date or (ii) five (5) business days following notice from Seller that it is unable or unwilling to remedy Purchaser's Environmental Objections, in which event, except as expressly provided otherwise in this Agreement, none of the parties hereto shall have any further rights or obligations under this Agreement. If this Agreement is terminated for any reason, Purchaser agrees to immediately return the Current Environmental Report to the Company and to hold the contents thereof strictly confidential. Likewise, pending and following Closing hereunder, Seller, shall hold the Environmental Consultant Report strictly confidential and shall not disclose the same or its contents to be reasonably necessary to remedy such conditionany third party without the prior written consent of Purchaser.
Appears in 1 contract
Environmental Report. Prior Buyer obtaining, at Buyer’s cost, a written report from an environmental consultant of Buyer’s choosing comprised of a Phase I environmental site assessment performed according to and stating the opinions as provided in the Standard Practice for Environmental Site Assessments and such further analyses, assessments and reports as required in order to confirm that there are no recognized environmental conditions affecting the Property, and that the soils, groundwater and surface waters on, in, or under the Property do not contain any hazardous substances. Buyer may (but is not obligated to) conduct Phase II investigations if necessary as a result of matters disclosed in the Phase I environmental site assessment, including but not limited to, the right to perform soil borings on the Property. Buyer agrees to restore, or have its contractors and other agents restore, any land affected by any borings on the Property and after Buyer’s investigation of the Property is complete. Buyer and Seller agree that Buyer’s obligation to restore the Property shall be limited to returning the land affected to the Closing, grade existing before the Company shall investigations and borings were conducted. If the Phase I environmental assessment report or any subsequent investigations discloses (i) provide any actual or potential recognized environmental condition which Buyer is unwilling to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or accept and/or (ii) causethat there are or may be any hazardous substances located on, at in, or under the Property which Buyer is unwilling to accept, then Buyer may provide Seller written notification of its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other objection to the environmental consultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), condition of the area surrounding the Former USTs to determine if contamination from the Former USTs is presentProperty. In the event actionable levels that Buyer notifies Seller of contamination related an objection to the Former USTs are detected by such Investigationenvironmental condition of the Property, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price Seller shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closinggranted a reasonable period, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety not exceeding thirty (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (9030) days, in which to remove Buyer's objections and, subject to the Purchase Price other limitations and contingencies set forth in this Agreement, the closing date shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, then Buyer may provide Seller written notification of its intent to terminate within thirty (30) days thereafter or the Environmental Consultant to this contingency will be reasonably necessary to remedy such conditiondeemed waived. The time for closing will be extended accordingly.
Appears in 1 contract
Sources: Purchase Agreement
Environmental Report. Prior to the Closing, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV (the "Former USTs"), or (ii) cause, at its sole cost and expense, Montgomery Watson or such other ▇▇▇▇▇▇▇▇▇n▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant nsultant as shall be reasonably acceptable to Purchaser (the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (the "Investigation"), of the area surrounding the Former USTs to determine if contamination from the Former USTs is present. In the event actionable levels of contamination related to the Former USTs are detected by such Investigation, the Stockholders may, at their sole discretion, elect to cause the Company to remediate the identified contamination in compliance with applicable state regulations (the "Remedial Action"). In the event the Stockholders do not make such election or the Remedial Action is not completed on or prior to the Closing Date, then the Purchase Price shall be reduced by the amount determined by the Environmental Consultant to be reasonably necessary to complete the Remedial Action. The Company shall keep the Purchaser reasonably apprised of the status of any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇Montgomery Watson or the Enviro▇▇▇▇▇▇▇ ▇▇n▇▇▇▇ or the Environmental Consultant ▇▇▇t to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate of the total cost of remedying any such condition reported therein. In the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date of the Stockholders' receipt of the final draft of the letter report. If such condition cannot be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇Montgomery Watson or the Enviro▇▇▇▇▇▇▇ ▇▇n▇▇▇▇ or the Environmental Consultant ▇▇▇t to be reasonably necessary to remedy such condition.
Appears in 1 contract
Environmental Report. Prior to The Seller and the ClosingBuyer shall within 10 days after the Closing Date instruct Arcadis, the Company shall (i) provide to Purchaser a letter from the Nebraska Department of Environmental Quality ("DEQ") stating that no further investigation or remediation will be required by DEQ related to the two fuel oil underground storage tanks formerly located at KOLN-TV, Lincoln, Nebraska and noted in Section 4.7 of the Environmental Report related to KOLN-TV any comparable environmental surveyor (the "Former USTsSurveyor"), or to conduct an environmental survey of the Real Property in order to prepare an update of the environmental report from Heidemij dated 4 April 1997 (ii) causethe "Updated Report"), at its sole cost and expense, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or such other environmental consultant as the scope of which shall be reasonably acceptable to Purchaser (both the "Environmental Consultant") to perform an investigation, consistent with applicable state regulations (Seller and the "Investigation"), Buyer. The Surveyor shall make available copies of the area surrounding Updated Report to the Former USTs to determine if contamination from Seller and the Former USTs is presentBuyer. The costs of the environmental survey and the Updated Report shall be shared equally between the Seller and the Buyer. In the event actionable levels of contamination related that the Updated Report provides for the advice to conduct a further environmental survey the Former USTs are detected by Seller and the Buyer shall instruct the Surveyor to conduct such Investigation, the Stockholders may, at their sole discretion, elect further survey and to cause the Company to remediate the identified contamination in compliance with applicable state regulations prepare a further report thereon (the "Remedial ActionFurther Report"). In the event that the Stockholders do not make such election Updated Report or the Remedial Action Further Report indicates that any part of the Real Property may have been contaminated with any Hazardous Materials and the Buyer is not completed on or prior required by the relevant governmental authority to clean-up the Closing Daterelevant part of the Real Property, then the Purchase Price Seller shall indemnify and keep the Buyer harmless on a continuing basis for all costs, expenses and damages incurred in performing such cleaning-up (to the extent such cleaning-up is required under the "state of the art" as it stands at the time of the Closing). The Buyer shall ensure that the Seller will have the opportunity to participate in any discussions regarding the cleaning-up and will appeal against any requirement for cleaning up imposed by the governmental authority, if so required by the Seller, and the Seller shall be reduced by entitled to elect the amount determined by Person(s) who will perform the Environmental Consultant to be reasonably necessary to complete the Remedial Actioncleaning-up, provided that such Person(s) is (are) a reputable cleaning company(ies). The Company shall Buyer and the Seller will keep the Purchaser reasonably apprised of each other fully informed about the status of the cleaning-up. The cleaning-up shall take place in the most cost efficient manner as feasible and shall not go any Investigation or Remedial Action by providing the Purchaser with Material documents and information relating further than to the performance of the Investigation and Remedial Action. Prior to the Closing, the Company shall further cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to visually observe the towers located in Beaver Crossing and Heartwell, Nebraska and provide a letter report summarizing such observations to Purchaser and the Company. The Environmental Consultant's costs to conduct such visual observations shall be paid equally minimum level as required by the Stockholders and Purchaser. Such letter report shall state that no condition exists with respect to the assets currently owned, leased, operated, or controlled by the Company or any of the Subsidiaries that has resulted in, or would reasonably be expected to result in, any violation of an Environmental Law, any Environmental Claim, or in any Liability relating to an Environmental Matter. Such report shall include an estimate under the "state of the total cost of remedying any such condition reported therein. In art" as it stands at the event such letter report indicates that such a condition exists, the Stockholders shall remedy such condition to Purchaser's reasonable satisfaction within ninety (90) days after the date time of the Stockholders' receipt of Closing. This provision shall not preclude the final draft of Buyer from claiming any further amounts from the letter report. If such condition cannot Seller to the extent the Buyer would be remedied to Purchaser's reasonable satisfaction within ninety (90) days, the Purchase Price shall be reduced by the amount determined by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or the Environmental Consultant to be reasonably necessary to remedy such conditionentitled thereto under Section 3.25.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hunt Corp)