Common use of Environmental Studies Clause in Contracts

Environmental Studies. (a) Purchaser, shall, 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 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 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, 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 tests 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 Seller'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.

Environmental Studies. (a) PurchaserPrior to the Closing, shallBUYER shall have the right, 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 PurchaserBUYER's expense, may to undertake such environmental studies on real estate to be acquired or leased pursuant to this Agreement as BUYER deems, in its sole discretion, appropriate. Prior to the execution of this Agreement, BUYER, at its expense, has been provided with an environmental audit of SELLERS' properties at Kendallville and testsWaterloo, Indiana ("Kendallville and Waterloo Properties"). The remaining provisions of this Section 9.19 do not apply to the Kendallville and Waterloo Properties. (b) Within five With respect to the real estate owned or leased by SELLERS, save for and excluding the Kendallville and Waterloo Properties (5the "Other Properties"), in the event any such environmental study reveals, prior to Closing, any situation such that remediation or other corrective action is, in BUYER's judgment, required by law, then BUYER shall notify SELLERS of such fact, and SELLERS shall have ten (10) days after to object to such proposed remediation. If SELLERS object to such remediation within said ten (10) day period by notice in writing to BUYER given within said ten (10) day period, then the date hereof, Seller shall provide parties will meet to Purchaser, at Seller's sole cost discuss 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 themresolve their differences, and (b) any other if no agreement is reached, then a firm that is a recognized expert in environmental studiesremediation matters selected by SELLERS' and BUYER's environmental firms that performed such studies shall meet to reach agreement, reports and informationif they cannot reach agreement, includingthen a third firm that is a recognized expert in environmental matters shall be selected by such two firms, without limitationand the third firm shall decide if remediation is required by law, correspondence from Governmental Authoritiesand if yes, concerning provide an estimate as to how much it will cost to perform such remediation, and the environmental condition of decision by such third firm shall be binding upon 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")parties. (c) Without If remediation of any parcel of the Other Properties is to be effected or other action is to be taken, SELLERS shall cooperate and assist BUYER in any way limiting taking such action as to remediate such property. (d) At the Closing, SELLERS agree to reimburse BUYER for up to One Hundred Thousand Dollars ($100,000) per parcel of the Other Properties for the out- of-pocket amounts spent by BUYER prior to the Closing with respect to such remediation in accordance with 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 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, 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 tests 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 Seller'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 activitiesthis Section 9.

Environmental Studies. (a) PurchaserWithin forty-five days following the date of this Reorganization Agreement, shall▇▇▇▇▇▇ shall cause to be completed by independent consultants that are acceptable to BT Financial, and, 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 five (5) days after the date hereof, Seller shall provide to Purchaser, at Seller's ▇▇▇▇▇▇'▇ sole cost and expense, copies a Phase I environmental assessment ("Phase I assessment") and a structural site inspection, including a written report thereof ("Site Inspection Report"), of (a) all existing ESAs (whether each of ▇▇▇▇▇▇'▇ Owned Real Property and shall deliver a copy of such Phase I, Phase II or otherwise) covering all or any portion of the Real Property, I assessment to BT Financial. If BT Financial should determine pursuant to the extent the same are in Seller's possession results of such Phase I assessment that (i) there has been any storage, discharge, disposal, release or Seller has access to thememission of any Hazardous Substance in, on or from any Owned Real Property and (bii) any other environmental studiesBT Financial reasonably believes that it could become responsible for the remediation of such storage, reports and informationdischarge, includingdisposal, without limitationrelease or emission or become liable for monetary damages resulting therefrom, correspondence from Governmental Authorities, concerning the environmental condition then BT Financial shall inform ▇▇▇▇▇▇ in writing with specificity within fifteen business days of the Real Property, to the extent the same are in SellerBT Financial'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 21 days from receipt of the Environmental Information (Phase I assessment. Further, if BT Financial should determine pursuant to the "Feasibility Period") within which to conduct any and all engineering, environmental and economic feasibility studies and tests results of the Site Inspection Report that any of the Owned Real Property which Purchaseris structurally damaged, BT Financial shall inform ▇▇▇▇▇▇ in writing within fifteen business days' receipt of the Site Inspection Report of the specific structural damage to the Owned Real Property. Upon receipt of a notice from BT Financial in connection with the Phase I assessment or Site Inspection Report, ▇▇▇▇▇▇ shall, at its sole cost and expense (subject to the limitation set forth below), take necessary actions to correct the specific defects set forth in the notice. Upon completion of such corrective action to the satisfaction of BT Financial, or ▇▇▇▇▇▇'▇ proving to BT Financial that BT Financial would not be responsible for remediation or be liable for monetary damages (unless, in PurchaserBT Financial's reasonable opinion, the results of the Phase I assessment or the Site Inspection Report would materially adversely affect the marketability of said property), BT Financial shall remove any objection it may have with respect to that certain parcel of Owned Real Property and proceed promptly toward Closing. If the costs to remedy the specific defects set forth in the Phase I assessment or Site Inspection Report are anticipated to exceed $100,000 in the aggregate, BT Financial, in its sole discretion, deems necessary to determine whether the Real Property is environmentally, 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 tests 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 Seller'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 activitiesmay terminate this Reorganization Agreement.

Environmental Studies. Buyers shall have obtained within thirty (a30) Purchaser, shall, at Purchaser's cost and expense, undertake a days following the date of this Agreement Phase I environmental site assessment reports (the "ESAEnvironmental Audits") with respect to each parcel of on the Real Property utilizing 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 recognized engineering firm designated by Purchaser. Should any copy of such ESAs indicate 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 Phase II environmental site assessment or other further studies and/or tests are warranted with respect to any period of the Real Property, Purchaser, at Purchaser's expense, may undertake such studies and tests. (b) Within forty-five (545) 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 hereofof the Buyers' notice; provided, but in no event less than 21 however, that if Seller reasonably determines 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 remediation within such 45-day period, Seller shall give notice to Buyers within fifteen (15) business days from after such determination. Within fifteen (15) days after receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineeringsuch notice from Seller, environmental and economic feasibility studies and tests Buyers shall give Seller notice of Buyers' election of one of the Real Property which Purchaser, in Purchaser's sole discretion, deems necessary following: (a) to determine whether accept the Real Property is environmentally, 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 tests 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 Seller'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 Estate as is reasonably possible to the condition it was in immediately prior with respect to such activitiesenvironmental matters, together with a reduction of the Purchase Price by One Hundred Thousand Dollars ($100,000.00) and to relieve Seller from any responsibility for indemnification under Section 15.2.1 for claims relating to Environmental Laws; or (b) to terminate this Agreement. If Buyers fail to elect option (a) or (b) above, then Buyers shall be deemed to have elected option (a). Nothing in this Section 11.7 shall be deemed to extend the Closing Date.

Environmental Studies. BUYER shall have the right to make an environmental and other physical assessment of 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 (a28th) Purchaser, shall, at Purchaser's cost and expense, undertake a Phase I environmental site assessment 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 each parcel of enter upon 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 Properties and all buildings and improvements thereon, inspect the Real Propertysame, Purchaser, at Purchaser's expense, may undertake such studies and tests. (b) Within 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 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"). (c) 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 21 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, physically 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 asbestos and NORM. Notwithstanding anything contained in this Agreement to the contrary, BUYER agrees to accept full responsibility for and shall pay all costs and expenses associated with the assessment, remediation, removal, transportation and disposal of the asbestos or tests after reasonable notice to Seller NORM associated with the Properties, and Seller's consent, which will shall not be unreasonably withheld. Such persons shall conduct their studies 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 tests in BUYER (on behalf of itself, its officers, agents, employees, affiliates, successors and assigns) irrevocably waives such a manner as to minimize interference with Seller'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 activitiesclaims.