Common use of Environmental Studies Clause in Contracts

Environmental Studies. Buyer may obtain, within forty-five (45) calendar days after the execution of this Agreement, a completed Phase I environmental audit report (the "Phase I Report") regarding the Real Property. The cost of the Phase I Report shall be paid by Buyer. The Phase I Report shall be reasonably satisfactory to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of the Phase I Report within ten (10) business days after Buyer's receipt of the Phase I Report. To the extent Buyer does not notify Seller within such ten (10) day period of any objection to the Phase I Report, Buyer hereby waives any right to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws disclosed in the Phase I Report. If, in Buyer's reasonable judgment, a Phase II environmental audit report ("Phase I Report") is necessary in light of the contents of the Phase I Report and Buyer has timely objected to the applicable Phase I Report, Buyer shall obtain such Phase II Report within thirty (30) calendar days following Buyer's objection to the Phase I Report, at Buyer's sole expense, which shall be satisfactory to Buyer in all respects. In the event that a Phase I Report and/or a Phase II report discloses an environmental condition or matter which is reasonably unsatisfactory to Buyer and to which Buyer objects on a timely basis, Seller shall have sixty (60) calendar days from Seller's receipt of notice to remediate and eliminate such condition or matter and bring such Real Property into compliance with all Environmental Laws. If the environmental condition or matter is not remediated and eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunder.

Environmental Studies. Buyer may shall have the right to obtain, within forty-five (45) calendar 45 days after of the execution of this Agreement, a completed Phase I environmental audit report (the "Phase I Report") at Buyer's sole expense regarding the Real Property. The cost of the Phase I Report shall be paid by Buyer. The , which Phase I Report shall be reasonably satisfactory to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of the Phase I Report within ten (10) business 10 days after Buyer's receipt of the Phase I Report. To the extent Buyer does not notify Seller within such ten (10) day period shall provide a copy of any objection to the Phase I Report, Buyer hereby waives any right Report to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws disclosed in the Phase I ReportSeller. If, in Buyer's reasonable judgment, a Phase II environmental audit report "("Phase I II Report") is necessary in light of the contents of the Phase I Report and Buyer has timely objected to the applicable Phase I Report, Buyer shall obtain such Phase II Report within thirty (30) calendar days following Buyer's objection to the Phase I Report, at Buyer's sole expensethe expense for which should be shared equally by Buyer and Seller, which shall be reasonably satisfactory to Buyer in all respects. In If the event that a Phase I Report and/or a the Phase II report discloses an environmental condition or matter which is reasonably unsatisfactory to Buyer, Buyer and to which Buyer objects on a timely basis, Seller shall have sixty (60) calendar days from Seller's receipt of notice agree upon the amount necessary to remediate and eliminate such condition or matter and bring such Real Property into compliance with all Environmental Laws. If Seller agrees to be responsible for the costs of such remediation, up to a maximum of $50,000, which shall be held back by Buyer from the Initial Cash Portion of the Purchase Price, and Buyer shall undertake the payment of the remediation efforts; if the cost of remediation of all environmental condition or matter conditions is not remediated projected to be more than $50,000, and eliminated by Seller within the prescribed 60 day periodBuyer is unwilling to be responsible for any expense above $50,000, Buyer may elect, at its sole option, (a) to terminate this Agreement without obligation or liability to Seller and to receive a return of the Escrow Deposit and all interest earned thereon or (b) to accept a further reduction in the Initial Cash Portion of the Purchase Price as may be agreed to between the parties and consummate the transactions provided for by this Agreement, without waiving any further liability hereunderclaim relating to such specific condition(s) that remains uncorrected.

Environmental Studies. Subject to the consent and approval of the fee owners of the Real Property, Buyer may shall have the right to obtain, from a licensed, independent and professional environmental consultant (“Environmental Consultant”) within forty-five (45) calendar days after the execution of this Agreement, a completed Phase I environmental audit report (the "“Phase I Report") ”), at Buyer’s sole expense, regarding the Real Property. The cost of the Phase I Report shall be paid by Buyer. The Phase I Report shall be reasonably satisfactory to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of based on findings contained in the Phase I Report that the Real Property is not in compliance with an Environmental Requirement within ten (10) business days after Buyer's ’s receipt of the Phase I Report. To the extent Buyer does not notify Seller within such ten (10) day period of any objection to based on the findings of the Phase I Report, Buyer hereby waives any right to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws Requirements disclosed in the Phase I Report. If, in Buyer's the reasonable judgmentand good faith judgment of the Environmental Consultant, based upon the findings set forth in the Phase I Report, a Phase II environmental audit report ("“Phase I II Report"”) is necessary in light of the contents of the Phase I Report and Buyer has timely objected to the applicable Phase I ReportReport findings, Buyer shall shall, subject to the consent and approval of the fee owners of the Real Property, obtain such Phase II Report within thirty (30) calendar days following Buyer's ’s objection to the Phase I ReportReport findings, at Buyer's ’s sole expense, which shall be reasonably satisfactory to Buyer in all material respects. In the event that a Phase I Report and/or a Phase II report discloses an environmental condition or matter which reflecting that the Real Property is reasonably unsatisfactory to Buyer not in compliance with an Environmental Requirement and to which Buyer objects on a timely basis, Seller shall have sixty (60) calendar days from Seller's ’s receipt of notice to remediate and eliminate such condition or matter and bring such Real Property into compliance with all Environmental LawsRequirements. If the environmental condition or matter is not remediated and eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunderhereunder and shall be entitled to the return of the Escrow Deposit and all interest or other amounts accrued or earned thereon.

Environmental Studies. Buyer may obtainBuyers shall have obtained within thirty (30) days following the date of this Agreement Phase I environmental assessment reports (the "Environmental Audits") on the Real Estate confirming the representations and warranties of Seller on environmental matters; provided, however, if Buyers elect not to obtain such Environmental Audits, Buyers shall be deemed to have waived the condition of Closing contained in this Section 11.7. Buyers shall provide Seller with a copy of such Environmental Audits within fifteen (15) business days of receipt by Buyers and at the same time shall give Seller notice of any matter disclosed by the Environmental Audits that requires remediation under any Environmental Law. Seller shall be required to complete such remediation within a period of forty-five (45) calendar days after from the execution date of this Agreementthe Buyers' notice; provided, a completed Phase I environmental audit report (however, that if Seller reasonably determines the "Phase I Report") regarding the Real Property. The cost of such required remediation (including post-remediation and reporting) would exceed One Hundred Thousand Dollars ($100,000.00) or that Seller will be unable to complete the Phase I Report remediation within such 45-day period, Seller shall be paid by Buyer. The Phase I Report shall be reasonably satisfactory give notice to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of the Phase I Report Buyers within ten fifteen (1015) business days after Buyer's such determination. Within fifteen (15) days after receipt of such notice from Seller, Buyers shall give Seller notice of Buyers' election of one of the Phase I Report. To following: (a) to accept the extent Buyer does not notify Real Estate as is with respect to such environmental matters, together with a reduction of the Purchase Price by One Hundred Thousand Dollars ($100,000.00) and to relieve Seller within such ten from any responsibility for indemnification under Section 15.2.1 for claims relating to Environmental Laws; or (10b) day period of any objection to the Phase I Report, Buyer hereby waives any right to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws disclosed in the Phase I ReportAgreement. IfIf Buyers fail to elect option (a) or (b) above, in Buyer's reasonable judgment, a Phase II environmental audit report ("Phase I Report") is necessary in light of the contents of the Phase I Report and Buyer has timely objected to the applicable Phase I Report, Buyer shall obtain such Phase II Report within thirty (30) calendar days following Buyer's objection to the Phase I Report, at Buyer's sole expense, which then Buyers shall be satisfactory deemed to Buyer have elected option (a). Nothing in all respects. In this Section 11.7 shall be deemed to extend the event that a Phase I Report and/or a Phase II report discloses an environmental condition or matter which is reasonably unsatisfactory to Buyer and to which Buyer objects on a timely basis, Seller shall have sixty (60) calendar days from Seller's receipt of notice to remediate and eliminate such condition or matter and bring such Real Property into compliance with all Environmental Laws. If the environmental condition or matter is not remediated and eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunderClosing Date.

Environmental Studies. Buyer may obtain, within forty-five (45) calendar days after the execution of this Agreement, a completed Phase I environmental audit report (the "“Phase I Report"”) regarding the Real Property. The cost of the Phase I Report shall be paid by Buyer. The Phase I Report shall be reasonably satisfactory to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of the Phase I Report within ten (10) business days after Buyer's ’s receipt of the Phase I Report. To the extent Buyer does not notify Seller within such ten (10) day period of any objection to the Phase I Report, Buyer hereby waives any right to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws disclosed in the Phase I Report. If, in Buyer's ’s reasonable judgment, a Phase II environmental audit report ("“Phase I II Report"”) is necessary in light of the contents of the Phase I Report and Buyer has timely objected to the applicable Phase I Report, Buyer shall obtain such Phase II Report within thirty (30) calendar days following Buyer's ’s objection to the Phase I Report, at Buyer's ’s sole expense, which shall be satisfactory to Buyer in all respects. In the event that a Phase I Report and/or a Phase II report discloses an environmental condition or matter which is reasonably unsatisfactory to Buyer and to which Buyer objects on a timely basis, Seller shall have sixty (60) calendar days from Seller's ’s receipt of notice to remediate and eliminate such condition or matter and bring such Real Property into compliance with all Environmental Laws. If the environmental condition or matter is not remediated and eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunder.

Environmental Studies. (1) Buyer may obtain, within forty-five (45) calendar days after shall have obtained completed PHASE I and PHASE II environmental studies performed by an environmental consultant retained by Buyer with respect to the execution of this Agreement, a completed Phase I environmental audit report (the "Phase I Report") regarding the Company's Owned Real Property, which studies, subject to Sections 6.16(b) and (c) below, shall be satisfactory to Buyer. The cost of environmental studies performed by Buyer's Consultant shall be borne by Buyer; provided however, that if the NJDEP requires the use of information generated by such Phase II study in connection with the ISRA clearance referred to in Section 5.13, then Buyer and Stockholder shall share equally the cost of such Phase II study by Buyer's consultant; provided however, that Stockholder's maximum obligation for the cost of such study shall be $8,000. (2) In the event that the Phase I Report shall be paid or Phase II environmental studies by Buyer. The Phase I Report shall be reasonably satisfactory to Buyer in all respects, and Buyer agrees to notify Seller of any objection to the status of the Phase I Report within ten (10) business days after Buyer's receipt of the Phase I Report. To the extent Buyer does not notify Seller within such ten (10) day period of any objection to the Phase I Report, Buyer hereby waives any right to refuse to consummate this Agreement or to terminate this Agreement as a result of any noncompliance with Environmental Laws disclosed in the Phase I Report. If, consultant reveal conditions that in Buyer's reasonable judgmentopinion require that remediation be undertaken, a Phase II environmental audit report and the cost of such remediation is less than $50,000, such remediation can be completed within sixty ("Phase I Report"60) is necessary in light days and without any material disruption of the contents Company's business operations, and such conditions do not involve a material violation of Environmental Law, then (1) such conditions shall not, in and of themselves, preclude the consummation of the Phase I Report and Buyer has timely objected to the applicable Phase I Report, Buyer shall obtain such Phase II Report within thirty transactions contemplated hereby; (302) calendar days following Buyer's objection to the Phase I Report, at Buyer's sole expense, which Stockholder shall be satisfactory required to bear the entire cost of such remediation and the securing of any necessary Permits or approvals under applicable Environmental Laws (3) Stockholder and any transferee of the Owned Real Property shall cooperate with Buyer, both before and after the Closing, in carrying out such remediation and securing such permits and approvals, and (4) Stockholder shall remain obligated to indemnify the Buyer in all respects. Indemnified Parties pursuant to Section 8 for such conditions. (3) In the event that a the Phase I Report and/or a or Phase II report discloses an environmental condition studies by Buyer's consultant reveal conditions that in Buyer's reasonable opinion require that remediation be undertaken, and the cost of such remediation is either in excess of $50,000, or matter which is reasonably unsatisfactory to Buyer and to which Buyer objects on a timely basiswould cause material disruption of the Company's business operations, Seller shall have or would require more than sixty (60) calendar days from Sellerto perform or such conditions involve a material violation of any Environmental Law, then unless the parties shall otherwise agree, this Agreement may be terminated in accordance with Section 10.1(b) hereof. Notwithstanding the foregoing, Stockholder may elect to expend more than $50,000 (and bear such expense) to effectuate remediation if such remediation can be completed prior to the Outside Date and will not cause material disruption of the Company's receipt business and the conditions do not involve a material violation of notice Environmental Law, and in the event Stockholder so elects, this Agreement shall not be terminated pursuant to remediate and eliminate this Section 6.16(c) so long as such condition or matter and bring such Real Property into compliance with all Environmental Laws. If remediation is completed prior to the environmental condition or matter is not remediated and eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunderOutside Date.