Common use of Environmental Studies Clause in Contracts

Environmental Studies. Purchaser has undertaken or is undertaking, with the consent of Seller, its own Phase I environmental site assessment ("ESA") with respect to the Real Property. Within 10 days after the date hereof, Seller shall provide to Purchaser, at Seller's sole cost and expense, copies of (a) all existing ESAs (whether Phase I, Phase II or otherwise) covering all or any portion of the Real Property, to the extent the same are in Seller's possession or Seller has access to them, and (b) any other environmental studies, reports and information, including, without limitation, correspondence from Governmental Authorities, concerning the environmental condition of the Real Property, to the extent the same are in Seller's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter referred to as "Environmental Information"). Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser's expense, shall have at least 30 days from the date hereof, but in no event less than 20 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental and economic feasibility studies and tests of the Real Property which Purchaser, in Purchaser's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser's intended use. Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Property for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, upon completion of their activities on the Real Property, shall restore the Real Property as nearly as is reasonably possible to the condition it was in immediately prior to such activities.

Environmental Studies. Purchaser has undertaken or is undertaking, with BUYER shall have the consent right to make an environmental and other physical assessment of Seller, its own Phase I environmental site assessment the Properties during the period beginning on the date of execution of this Agreement and ending at 5:00 P.M. C.D.S.T. on the twenty-eighth (28th) day after the entry of an order approving the Expense Motion (defined hereinafter) ("ESAExamination Period"). BUYER and its Representatives (as herein defined) with respect shall have the right to enter upon the Real Property. Within 10 days after Properties and all buildings and improvements thereon, inspect the date hereofsame, Seller shall provide to Purchaser, at Seller's sole cost and expense, copies of (a) all existing ESAs (whether Phase I, Phase II or otherwise) covering all or any portion of the Real Property, to the extent that SELLER reasonably believes that the same are in Seller's possession or Seller has access to themProperties will NOT be damaged thereby, conduct soil and water tests and borings, and generally conduct such tests, examinations, investigations and studies (b"Environmental Studies") any as may be reasonably necessary or appropriate for the preparation of appropriate environmental and other environmental studies, reports and information, including, without limitation, correspondence from Governmental Authorities, concerning the environmental condition of the Real Property, relating to the extent Properties, their condition, and the same are in Seller's possession presence of wastes or Seller has access to them (all contaminants. SELLER shall be provided 24 hours written notice of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter referred to as "Environmental Information"). Without in any way limiting the provisions of the preceding sentence, Purchaser such activities and its contractors and representatives, at Purchaser's expense, shall have at least 30 days from the date hereofright to witness all such tests and investigations and receive an equal distribution of all samples taken by BUYER, but or its Representatives. BUYER agrees to provide SELLER copies of each site assessment report obtained in no event less than 20 days from receipt of connection with the Environmental Information (the "Feasibility Period") within which to conduct Studies, and copies of any and all engineeringtest results, environmental and economic feasibility studies and tests reports or collected data obtained as to the Properties within three (3) business days of the Real Property which Purchaserreceipt thereof by BUYER. To the extent necessary, in Purchaser's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser's intended use. Seller has granted and SELLER hereby grants to Purchaser and its contractors and representatives BUYER access to the Real Property Properties to conduct its Environmental Studies UPON THE CONDITION THAT BUYER INDEMNIFIES AND HOLDS SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR OR RELATED TO PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY ARISING OUT OF OR AS A DIRECT RESULT OF THE ACTIVITIES OF BUYER OR ITS REPRESENTATIVES ON THE PROPERTIES IN CONDUCTING ANY TESTS OR ITS OTHER ACTIVITIES ON THE PROPERTIES, IN CONNECTION WITH ITS ENVIRONMENTAL STUDIES. If during the Examination Period, BUYER discovers in good faith that (i) there is a condition or circumstance which constitutes an actual violation of an applicable Environmental Law (as defined herein) that affects the value of the Property(ies), or (ii) there is a claim, demand, filing, investigation, action, suit or other legal or administrative proceeding asserted or otherwise initiated by a governmental authority or any other person or entity and arising from or related to the Properties or the ownership or operation of any thereof ("Environmental Defect"), BUYER may include notice of such Environmental Defect in a Notice of Defects ("Notice of Defects") delivered hereunder, provided, that any such matter not included in a Notice of Defects shall be waived by BUYER. BUYER acknowledges that certain of the Properties may currently or have in the past contained asbestos or natural occurring radioactive materials ("NORM") and that special procedures may be required for the purpose assessment, remediation, removal, transportation or disposal of performing such studies or testsasbestos and NORM. Such persons Notwithstanding anything contained in this Agreement to the contrary, BUYER agrees to accept full responsibility for and shall conduct their studies pay all costs and tests in such a manner as to minimize interference expenses associated with the Businessassessment, andremediation, upon completion removal, transportation and disposal of their activities the asbestos or NORM associated with the Properties, and shall not be entitled to claim the fact that the asbestos or NORM exists or that the assessment, remediation, removal, transportation or disposal of the asbestos or NORM is not complete or that additional costs will be required to complete the assessment, remediation, removal, transportation or disposal of the asbestos or NORM as a Defect and BUYER (on the Real Propertybehalf of itself, shall restore the Real Property as nearly as is reasonably possible to the condition it was in immediately prior to its officers, agents, employees, affiliates, successors and assigns) irrevocably waives such activitiesclaims.

Environmental Studies. Purchaser has undertaken Seller shall cause the Company to, and the Company shall, at the Company's cost and expense, undertake or is undertaking, with the consent of Seller, its own undertaking a Phase I environmental site assessment ("ESA") with respect to the Real PropertyProperty utilizing the party designated by Purchaser. Within 10 20 days after the date hereof, Seller shall provide to Purchaser, at Sellerthe Company's sole cost and expense, copies of (a) all existing ESAs (whether Phase I, Phase II or otherwise) covering all or any portion of the Real Property, to the extent the same are in Seller's or the Company's possession or Seller has or the Company have access to them, and (b) any other environmental studies, reports and information, including, without limitation, correspondence from Governmental Authorities, concerning the environmental condition of the Real Property, to the extent the same are in Seller's or the Company's possession or Seller has or the Company have access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter referred to as "Environmental Information"). Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser's expense, shall have at least 30 60 days from the date hereof, but in no event less than 20 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental and economic feasibility studies and tests of the Real Property which Purchaser, in Purchaser's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser's intended use. Each of Seller has and Company have granted and hereby grants grant to Purchaser and its contractors and representatives access to the Real Property for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the BusinessCompany's business, and, upon completion of their activities on the Real Property, shall restore the Real Property as nearly as is reasonably possible to the condition it was in immediately prior to such activities.

Environmental Studies. Purchaser has undertaken or is undertaking, with the consent of Seller, its own Phase I environmental site assessment ("ESA") with respect to the Real Property. Within 10 days after the date hereofEffective Date, Seller shall provide to Purchaser, at Seller's sole ’s cost and expense, copies of (a1) all existing ESAs Environmental Site Assessments (whether Phase I, Phase II II, or otherwise) covering all or any portion of the premises where the business is situated (Real PropertyEstate), to the extent the same are in Seller's ’s possession or Seller has access to them, and (b2) any other environmental studies, reports reports, and information, including, without limitation, correspondence from Governmental Authoritiesgovernmental authorities, concerning the environmental condition of the Real PropertyEstate, to the extent the same are in Seller's ’s possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter is referred to collectively as "the “Environmental Information"”). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser's ’s expense, shall have at least 30 60 days from the date hereof, but in no event less than 20 days from receipt of the Environmental Information hereof (the "Feasibility Period") within which to conduct any and all engineering, environmental environmental, and economic feasibility studies and tests of the Real Property which Estate that Purchaser, in Purchaser's ’s sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser's ’s intended useuse in terms of its engineering, environmental, and economic aspects. Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Property Estate for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, upon on completion of their activities on the Real PropertyEstate, shall restore the Real Property each parcel of real property as nearly as is reasonably possible to the condition it was in immediately prior to before such activities.

Environmental Studies. Purchaser has undertaken or is undertaking, with the consent of Seller, its own Phase I environmental site assessment ("ESA") with respect to the Real Property. Within 10 days after the date hereof, Seller shall provide to Purchaser, at Seller's sole cost and expense, copies of (a) all existing ESAs Environmental Site Assessments (whether Phase I, Phase II or otherwise) covering all or any portion of the Real PropertyMt. Morr▇▇ ▇▇▇d, to the extent the same are in Seller's possession or Seller has access to them, and (b) any other environmental studies, reports and information, including, without limitation, correspondence from Governmental Authorities, concerning the environmental condition of the Real PropertyMt. Morr▇▇ ▇▇▇d, to the extent the same are in Seller's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter referred to as "Environmental Information"). At Purchaser's option (x) Purchaser may obtain new or updated Environmental Site Assessments for the Mt. Morr▇▇ ▇▇▇d certified to Purchaser so that Purchaser may rely on same, and/or (y) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (z) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser's expense, shall have at least 30 sixty (60) days from the date hereof, but in no event less than 20 days from receipt of the Environmental Information hereof (the "Feasibility Period") within which to conduct any and all engineering, environmental and economic feasibility studies and tests of the Real Property Mt. Morr▇▇ ▇▇▇d which Purchaser, in Purchaser's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser's intended use. In accordance with Section 8.6 hereof, Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Property Mt. Morr▇▇ ▇▇▇d for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, upon completion of their activities on the Real Property, Mt. Morr▇▇ ▇▇▇d shall restore the Real Property each parcel of real property as nearly as is reasonably possible to the condition it was in immediately prior to such activities.

Environmental Studies. Purchaser has undertaken or is undertaking(a) Purchaser, with the consent of Sellershall, its own at Purchaser's cost and expense, undertake a Phase I environmental site assessment ("ESA") with respect to each parcel of the Real Property utilizing a recognized engineering firm designated by Purchaser. Should any of such ESAs indicate that a Phase II environmental site assessment or other further studies and/or tests are warranted with respect to any of the Real Property. , Purchaser, at Purchaser's expense, may undertake such studies and tests. (b) Within 10 five (5) days after the date hereof, Seller shall provide to Purchaser, at Seller's sole cost and expense, copies of (a) all existing ESAs (whether Phase I, Phase II or otherwise) covering all or any portion of the Real Property, to the extent the same are in Seller's possession or Seller has access to them, and (b) any other environmental studies, reports and information, including, without limitation, correspondence from Governmental Authorities, concerning the environmental condition of the Real Property, to the extent the same are in Seller's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, being hereinafter referred to as "Environmental Information"). . (c) Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser's expense, shall have at least 30 days from the date hereof, but in no event less than 20 21 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental and economic feasibility studies and tests of the Real Property which Purchaser, in Purchaser's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly physically and economically suitable for Purchaser's intended use. Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Property for the purpose of performing such studies or teststests after reasonable notice to Seller and Seller's consent, which will not be unreasonably withheld. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the BusinessSeller's business (and in compliance with any applicable lease provisions, for all parcels of Real Property which are leased) and, upon completion of their activities on the Real Property, shall restore the Real Property as nearly as is reasonably possible to the condition it was in immediately prior to such activities.