Environmental Study Clause Samples

Environmental Study. (a) Purchaser may, at Purchaser’s election and expense and subject to any landlord’s approval or consent as may be required and prior notice to Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and complete an environmental study for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (“Environmental Study”) with respect to the Real Property, as Purchaser deems necessary or appropriate. Such Environmental Studies shall be conducted in a manner and at times so as to not unreasonably disrupt Seller’s business operations of the Branches. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any Environmental Study. In the event of any damage to any of the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection. (b) No information, contents or results of any Environmental Study conducted pursuant to this Section 4.16, including the contents of the report issued in connection therewith, shall be disclosed by Purchaser or its agents, consultants or employees to any third party without Seller’s prior written approval, unless and until Purchaser is legally compelled to make such disclosure under applicable laws or until the P&A Transaction is consummated. Notwithstanding the foregoing, Purchaser may disclose such matters to its directors, executive officers, legal counsel, financial advisor and such employees who are reasonably required to receive such disclosure (such parties being referred to as “Purchaser” for purposes of this section), the specific identities of whom shall be supplied to Seller prior to any permitted disclosure to such party by Purchaser. If this Agreement is terminated for any reason in accordance with the terms of Section 10.1, Purchaser shall immediately deliver and/or return to Seller any and all documents, plans and other items furnished to Purchaser pursuant to this Section 4.16. The confidentiality and limitations on disclosure of any information by Purchaser as set forth herein at this Section 4.16 shall survive any termination of this Agre...

Environmental Study. It is determined that an environmental study is not needed for this project because the project utilizes local funds for the improvements. The project will require a wetland delineation and “waters of the U.S.” report to be completed and submitted with the appropriate regulatory permits based on impacts to jurisdictional waterways resulting from project construction.

Environmental Study. (a) Seller shall have obtained, at its own expense, a Phase II Environmental Site Assessment (the "Phase II Report") of the Facilities located in Manchester, Connecticut (the "Manchester Facilities") by Fuss & O'Neill Inc. ("Seller's Consultant"). T▇▇ ▇▇▇▇e of the work, the testing and analysis to be undertaken and the nature of the report to be issued by Seller's Consultant are detailed in Schedule 8.10; provided, however, that Seller's Consultant must include a conclusion, based on the results of the test outlined in Schedule 8.10, as to the remediation activities that are reasonably likely to be required by the CTDEP in response to Seller's filing under the Connecticut Transfer Act (the "Required Remediation"). (b) Buyer may retain, at its own expense, an environmental consultant to review the Phase II Report ("Buyer's Consultant"). Seller shall instruct Seller's Consultant to cooperate with Buyer's Consultant in order to facilitate such review. If Buyer determines that the Required Remediation will likely result in a material interruption of the Business at the Manchester Facility following the Closing for a period of time in excess of two weeks in any three-month period (a "Material Remediation Event") then Buyer shall not be obligated to consummate the Contemplated Transactions and may terminate this Agreement pursuant to Section 10.1(a). (c) If Buyer determines that the Required Remediation is likely to result in a Material Remediation Event and Seller disagrees with Buyer's determination, then Seller shall submit its objections to Buyer and the Parties shall attempt in good faith to resolve the disagreement. (d) If the Parties are not able to resolve the disagreement within fifteen (15) Business Days, then either Buyer or Seller may submit the issue to binding arbitration as described in this Section 8.10(d). Buyer and Seller shall mutually agree upon a Connecticut licensed environmental professional to arbitrate the dispute (the "Phase II Arbitrator"), whose expenses shall be borne 50% by Buyer and 50% by Seller. The Phase II Arbitrator shall review the Phase II Report and each Party's determination with respect to the probability of a Material Remediation Event and conduct such hearings as he/she shall deem necessary. The Phase II Arbitrator shall issue a written decision within twenty (20) days of the date of his/her retention by the Parties, which decision shall conclude whether there is likely to be a Material Remediation Event and his/her rea...

Environmental Study. (a) Purchaser may, at Purchaser’s election and expense and subject to any landlord’s approval or consent as may be required and prior notice to Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and complete an environmental study for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (“Environmental Study”) with respect to the Real Property, as Purchaser deems necessary or appropriate. Such Environmental Studies shall be conducted in a manner and at times so as to not unreasonably disrupt Seller’s business operations of the Branches. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Property without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed), and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, or Baseline Environmental Assessment as defined under the laws of the State of Florida, this time period shall be subject to reasonable extensions, not to exceed thirty (30) calendar days following the expiration of the initial thirty (30) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any Environmental Study. In the event of any damage to the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection. (b) If Purchaser shall discover a Material Defect as a result of Purchaser’s inspections and examinations undertaken in accordance with Section 4.16(a), Purchaser shall give Seller written notice as soon as possible (but in no event later than the expiration of the thirty (30) calendar day period, or the additional thirty (30) calendar day period if subject to an extension for testing as provided in Section 4.16(a)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasona...

Environmental Study. During the ninety (90) -day period following the Effective Date, Buyer may cause to be conducted, at its sole cost and expense, a Phase 1 environmental audit with respect to the Real Property by an environmental consultant acceptable to Seller (the “Environmental Consultant”). Buyer and Seller shall reasonably cooperate in scheduling such audit and providing reasonable access to the Real Property for such audit. If Buyer so elects following recommendation by the Environmental Consultant of further investigation of any potential environmental conditions with respect to the Real Property, Buyer shall promptly notify Seller and the parties shall reasonably cooperate with respect to the completion of such investigation during the ninety (90)- day period following the Effective Date. If as a result of the Phase 1 audit or any further investigation recommended by the Environmental Consultant (the “Environmental Study”), which complete study shall be provided to Seller, the Environmental Consultant reasonably determines in a writing addressed to Seller that any environmental condition with respect to the Real Property requires remediation (an “Environmental Condition”), Buyer shall cause the Environmental Consultant to prepare an estimate of the cost of such remediation. If the estimated costs of remediation are equal to or less than Three Hundred Thousand ($300,000), Seller shall, at Buyer’s election, either cause such remediation to be completed at Seller’s sole cost and expense to Buyer’s reasonable satisfaction, or the Purchase Price shall be reduced by the amount of the estimate. In the event that the estimated costs of remediation are greater than Three Hundred Thousand ($300,000), then Seller may elect within 15 days of the receipt by Seller of the documentation constituting the Environmental Consultant’s determination and the estimate of the cost of remediation by written notice to Buyer to complete the remediation as provided above; provided, however, that in the event Seller elects not to complete such remediation, Buyer, at its option, shall elect within fifteen (15) days after receipt of Seller’s notice to such effect, to terminate this Agreement without either party being subject to a claim by the other for liquidated damages or any other claims for damages, or waive any default or breach with respect to the loss or damage and receive a $300,000 credit against the Purchase Price at Closing. Either party may extend the Closing Date by up to thirty (30...

Environmental Study. Seller has provided Purchaser with copies of any Phase I environmental site assessments or Phase II environmental reports, or any similar reports, for the Real Property or Leased Property possessed by Seller. Within thirty (30) days after the date of this Agreement, the Purchaser may, at the Purchaser’s sole cost and expense, obtain a completed Phase I environmental site assessment (“Phase I”) of any and all Real Property or Leased Property conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably acceptable to the Seller. In the event the Phase I discloses any potential environmental condition that in the reasonable belief of the Purchaser warrants further review or investigation, the Purchaser shall give notice of the same to the Seller within such thirty (30) day period with respect to the specific Real Property or Leased Property involved. The Purchaser shall purchase, or assume the lease for, any and all Real Property or Leased Property, as the case may be, for which specific notice is not provided within such thirty (30) day period. Upon giving the notice required hereby, the Purchaser may, within an additional forty-five (45) day period obtain a completed Phase II environmental report (“Phase II”) by the same environmental investigation and testing firm that prepared the Phase I report; provided, however, that all testing and sampling conducted by such firm shall be agreed upon in advance by both the Purchaser and the Seller. All costs and expenses associated with the Phase II testing and report shall be divided equally between the Purchaser and the Seller. The Purchaser shall purchase, or assume the Lease of, any and all Real Property or Leased Property, as the case may be, for which (a) the Phase I or Phase II report reveals potential levels of environmental contaminants not in excess of federal or state action limits, or (b) the Purchaser shall have been provided confirmation from governmental authorities with applicable jurisdiction that no action is required. If the Phase II report reveals levels of environmental contaminants in excess of federal or state action limits on any Real Property, the Purchaser may purchase such Real Property on terms and conditions mutually agreeable to the Purchaser and the Seller. In the event that the Purchaser and the Seller fail to reach such agreement within seventy-five (75) days following the date of this Agreement, the Purchaser shall lease any such Rea...

Environmental Study. Within forty-five (45) days after the execution of this Agreement, CBS shall obtain, at its expense, and present to Gayl▇▇▇, ▇ Phase I environmental report (the "Phase I Report") from a licensed environmental engineer or firm (which shall be reasonably acceptable to Gayl▇▇▇) ▇▇th respect to the Station's real property. If the Phase I Report discloses conditions which require, in the opinion of the environmental engineer or firm performing the assessment, further sampling or investigation, Gayl▇▇▇ ▇▇▇ the Limited Partnership shall grant CBS and its agents reasonable access to the Station's real property, and CBS shall cause such sampling or investigation to be performed at its expense and shall present the results and recommendations of the engineer or firm to Gayl▇▇▇ (▇▇e "Phase II Report"). Gayl▇▇▇ ▇▇▇ll be responsible for the prompt correction or remediation of any environmental, health or safety violations or conditions disclosed in the Phase I Report or the Phase II Report, to the extent required by applicable law or any relevant Governmental Entity, it being understood that the remediation may continue following the Closing. The studies contemplated by this Section 5.8 and the remediation efforts in response thereto shall not hinder or delay the Closing of the transactions contemplated by this Agreement.

Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order at its sole cost and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branches. In the event any Phase I discloses any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase I, notify MBank of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and...

Environmental Study. Prior to the termination of the tenancy with respect to each Leased Property for which Purchaser requested Selling Entities provide an environmental study pursuant to Section 7.12 and for which a study was performed and a report given to the Purchaser, Purchaser, at its expense, shall perform a comparable environmental study and provide a copy to the Selling Entities.