Common use of Environmental Study Clause in Contracts

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) days in order to allow Seller to complete any such remediation. The parties agree that any payments made pursuant to this Section 5.16 shall be independent of, and shall have no limit on, the provisions of Section 9.2 below.

Environmental Study. During (a) Purchaser may, at Purchaser’s election and expense and subject to any requirement in the ninety (90) -day period applicable Branch Lease for the property owner’s approval or consent thereto, which consent Seller shall use its reasonable best efforts to obtain, and 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 provision of prior notice to Seller (of the “Environmental Consultant”). Buyer date 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 time of any potential such inspections and examinations, within thirty (30) calendar days from the effective date of this Agreement, undertake and complete a non-invasive assessment of environmental conditions with respect to matters respecting the Leased Real Property, Buyer shall promptly notify Seller including an evaluation of the existence of any and the parties shall reasonably cooperate with respect all environmental conditions and any and all violations of Environmental Laws, as is commonly referred to the completion of such investigation during the ninety (90)- day period following the Effective Date. If as a result of “Phase I Environmental Assessment” and/or a “Preliminary Assessment” (as such term is defined in the Phase 1 audit or any further investigation recommended by the Environmental Consultant TRSR) (the an “Environmental Study”), which complete study as Purchaser deems necessary or appropriate. Such Environmental Study shall be provided 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 environmental testing, such as a “Phase II Environmental Site Assessment” or a “Site Investigation” (as such term is defined in the TRSR) at any of the Leased Real Property (an “Invasive Investigation”) without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed). Purchaser shall coordinate the performance of such work with Seller or Seller’s consultants, as applicable. In the event Seller consents to Purchaser’s performance of an Invasive Investigation, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) 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 or any of its Affiliates resulting from Purchaser’s and/or its agents’ performance of any Environmental Study or Invasive Investigation at the Leased Real Property. In the event such Environmental Study or Invasive Investigation causes any damage to any of the Branches, Purchaser shall repair such damage, using workmen reasonably acceptable to Seller, to substantially the same condition such Branch was in prior to the performance of such Environmental Consultant Study or Invasive Investigation. (b) If Purchaser shall discover a Material Defect as a result of Purchaser’s Environmental Study or Invasive Investigation 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 forty-five (45) calendar day period if subject to an extension for Invasive Investigation as provided in Section 4.16(a)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably determines believes are necessary pursuant to applicable Environmental Laws and/or the applicable Branch Lease to address such Material Defect (to be read for purposes of this paragraph without reference to the $10,000 threshold). With regard to the Leased Real Property subject to the Branch Lease, Purchaser and Seller understand that conducting the actions required by Environmental Laws to address such Material Defect may require the action or consent of the owner of such Leased Real Property and Seller shall use its reasonable best efforts to cause such action to be taken or such consent to be issued. (c) If Seller does not elect to cure any such Material Defect as required by applicable Environmental Laws and/or the requirements of the applicable Branch Lease, or is unable to so cure such Material Defect to Purchaser’s reasonable satisfaction by no later than ten (10) calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to address such Material Defect up to a maximum of amount of $250,000 in a writing addressed the aggregate. In the event that the amount of expense or liability which Purchaser would be reasonably likely to incur to address such Material Defect is reasonably likely to exceed $250,000, then Purchaser may elect (as its sole remedy) to exclude such Branch and Branch Lease from the Assets to be acquired under this Agreement by giving written notice to Seller (such excluded Branch being hereinafter referred to as an “Excluded Branch”). Such Excluded Branch, and all other assets and liabilities associated with such Excluded Branch (including without limitation the relevant Branch Lease) shall no longer be deemed to be Assets and/or Assumed Liabilities to be acquired by Purchaser under this Agreement, except that any environmental condition all of the Deposits (including Deposits in ▇▇▇/Keoghs and related account agreements), the Loans (plus Accrued Interest with respect to such Loans, as well as the Real Property requires remediation (an “Environmental Condition”collateral for the Loans, the Loan Documents and, to the extent owned, the servicing rights related thereto pursuant to Section 2.4), Buyer the Negative Deposits and the Safe Deposit Agreements associated with the Excluded Branch shall cause remain Assets and/or Assumed Liabilities, as the Environmental Consultant case may be. If a Branch becomes an Excluded Branch, then Purchaser and Seller shall negotiate in good faith to prepare an estimate determine a value to be ascribed to the Excluded Branch and upon a determination of the cost value of such remediation. If the estimated costs of remediation are equal to or less than Three Hundred Thousand ($300,000)Excluded Branch, 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 an amount equal to the amount value of the estimateExcluded Branch. In If the event that parties are unable to agree upon the estimated costs of remediation are greater than Three Hundred Thousand ($300,000), then Seller may elect within 15 days value of the receipt by Seller Excluded Branch within ten (10) Business Days after Purchaser delivers written notice of the documentation constituting designation of the Environmental Consultant’s Excluded Branch to Seller, the determination of the value of the Excluded Branch and the estimate of the cost of remediation by written notice to Buyer to complete the remediation as provided above; provided, however, that resulting reduction 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 Closingshall be determined by a nationally recognized independent accounting firm or other financial advisor mutually agreed upon by the parties, and such determination shall be final and binding. Either party may extend Such accounting firm or other financial advisor shall be instructed to reach its determination within ten (10) Business Days of engagement to the Closing Date by up to thirty (30) days in order to allow Seller to complete extent reasonably practicable. The fees of any such remediation. The parties agree that accounting firm or other financial advisor shall be divided equally between Seller and Purchaser. (d) No information, contents or results of any payments made Environmental Study or Invasive Investigation conducted by Purchaser pursuant to this Section 5.16 4.16, including the contents of the report issued in connection therewith, shall be independent ofdisclosed by Purchaser or its agents, consultants or employees to any third party without Seller’s prior written approval, unless and shall have no limit onuntil Purchaser is legally compelled to make such disclosure under applicable laws (including any Environmental 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 advisors, insurance consultants and such employees who are reasonably required to receive such disclosure (such parties being referred to as “Purchaser” for purposes of this section) in connection with the provisions review and consideration of the transactions contemplated by this Agreement. If this Agreement is terminated for any reason in accordance with the terms of Section 9.2 below10.1, Purchaser shall immediately deliver and/or return to Seller any and all documents, plans and other items Seller has furnished to Purchaser pursuant to this Section 4.16. The confidentiality and limitations on disclosure of any information by Purchaser as set forth in this Section 4.16 shall survive any termination of this Agreement.

Environmental Study. During (a) Purchaser may, at Purchaser’s election and expense and subject to any requirement in the ninety (90) -day period applicable Branch Lease for the property owner’s approval or consent thereto, which consent Seller shall use its reasonable best efforts to obtain, and 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 provision of prior notice to Seller (of the “Environmental Consultant”). Buyer date 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 time of any potential such inspections and examinations, within thirty (30) calendar days from the effective date of this Agreement, undertake and complete a non-invasive assessment of environmental conditions with respect to matters respecting the Leased Real Property, Buyer shall promptly notify Seller including an evaluation of the existence of any and the parties shall reasonably cooperate with respect all environmental conditions and any and all violations of Environmental Laws, as is commonly referred to the completion of such investigation during the ninety (90)- day period following the Effective Date. If as a result of “Phase I Environmental Assessment” and/or a “Preliminary Assessment” (as such term is defined in the Phase 1 audit or any further investigation recommended by the Environmental Consultant TRSR) (the an “Environmental Study”), which complete study as Purchaser deems necessary or appropriate. Such Environmental Study shall be provided 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 environmental testing, such as a “Phase II Environmental Site Assessment” or a “Site Investigation” (as such term is defined in the TRSR) at any of the Leased Real Property (an “Invasive Investigation”) without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed). Purchaser shall coordinate the performance of such work with Seller or Seller’s consultants, as applicable. In the event Seller consents to Purchaser’s performance of an Invasive Investigation, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) 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 or any of its Affiliates resulting from Purchaser’s and/or its agents’ performance of any Environmental Study or Invasive Investigation at the Leased Real Property. In the event such Environmental Study or Invasive Investigation causes any damage to any of the Branches, Purchaser shall repair such damage, using workmen reasonably acceptable to Seller, to substantially the same condition such Branch was in prior to the performance of such Environmental Consultant Study or Invasive Investigation. (b) If Purchaser shall discover a Material Defect as a result of Purchaser’s Environmental Study or Invasive Investigation 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 forty-five (45) calendar day period if subject to an extension for Invasive Investigation as provided in Section 4.16(a)) describing, in reasonable detail, the facts or conditions constituting such Material Defect and the measures which Purchaser reasonably determines believes are necessary pursuant to applicable Environmental Laws and/or the applicable Branch Lease to address such Material Defect (to be read for purposes of this paragraph without reference to the $10,000 threshold). With regard to the Leased Real Property subject to the Branch Lease, Purchaser and Seller understand that conducting the actions required by Environmental Laws to address such Material Defect may require the action or consent of the owner of such Leased Real Property and Seller shall use its reasonable best efforts to cause such action to be taken or such consent to be issued. (c) If Seller does not elect to cure any such Material Defect as required by applicable Environmental Laws and/or the requirements of the applicable Branch Lease, or is unable to so cure such Material Defect to Purchaser’s reasonable satisfaction by no later than ten (10) calendar days prior to the Closing, and Purchaser does not elect to waive such Material Defect, Seller shall be responsible for the reasonable costs and expenses Purchaser may incur to address such Material Defect up to a maximum of amount of $250,000 in a writing addressed the aggregate. In the event that the amount of expense or liability which Purchaser would be reasonably likely to incur to address such Material Defect is reasonably likely to exceed $250,000, then Purchaser may elect (as its sole remedy) to exclude such Branch and Branch Lease from the Assets to be acquired under this Agreement by giving written notice to Seller (such excluded Branch being hereinafter referred to as an “Excluded Branch”). Such Excluded Branch, and all other assets and liabilities associated with such Excluded Branch (including without limitation the relevant Branch Lease) shall no longer be deemed to be Assets and/or Assumed Liabilities to be acquired by Purchaser under this Agreement, except that any environmental condition all of the Deposits (including Deposits in I▇▇/Keoghs and related account agreements), the Loans (plus Accrued Interest with respect to such Loans, as well as the Real Property requires remediation (an “Environmental Condition”collateral for the Loans, the Loan Documents and, to the extent owned, the servicing rights related thereto pursuant to Section 2.4), Buyer the Negative Deposits and the Safe Deposit Agreements associated with the Excluded Branch shall cause remain Assets and/or Assumed Liabilities, as the Environmental Consultant case may be. If a Branch becomes an Excluded Branch, then Purchaser and Seller shall negotiate in good faith to prepare an estimate determine a value to be ascribed to the Excluded Branch and upon a determination of the cost value of such remediation. If the estimated costs of remediation are equal to or less than Three Hundred Thousand ($300,000)Excluded Branch, 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 an amount equal to the amount value of the estimateExcluded Branch. In If the event that parties are unable to agree upon the estimated costs of remediation are greater than Three Hundred Thousand ($300,000), then Seller may elect within 15 days value of the receipt by Seller Excluded Branch within ten (10) Business Days after Purchaser delivers written notice of the documentation constituting designation of the Environmental Consultant’s Excluded Branch to Seller, the determination of the value of the Excluded Branch and the estimate of the cost of remediation by written notice to Buyer to complete the remediation as provided above; provided, however, that resulting reduction 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 Closingshall be determined by a nationally recognized independent accounting firm or other financial advisor mutually agreed upon by the parties, and such determination shall be final and binding. Either party may extend Such accounting firm or other financial advisor shall be instructed to reach its determination within ten (10) Business Days of engagement to the Closing Date by up to thirty (30) days in order to allow Seller to complete extent reasonably practicable. The fees of any such remediation. The parties agree that accounting firm or other financial advisor shall be divided equally between Seller and Purchaser. (d) No information, contents or results of any payments made Environmental Study or Invasive Investigation conducted by Purchaser pursuant to this Section 5.16 4.16, including the contents of the report issued in connection therewith, shall be independent ofdisclosed by Purchaser or its agents, consultants or employees to any third party without Seller’s prior written approval, unless and shall have no limit onuntil Purchaser is legally compelled to make such disclosure under applicable laws (including any Environmental 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 advisors, insurance consultants and such employees who are reasonably required to receive such disclosure (such parties being referred to as “Purchaser” for purposes of this section) in connection with the provisions review and consideration of the transactions contemplated by this Agreement. If this Agreement is terminated for any reason in accordance with the terms of Section 9.2 below10.1, Purchaser shall immediately deliver and/or return to Seller any and all documents, plans and other items Seller has furnished to Purchaser pursuant to this Section 4.16. The confidentiality and limitations on disclosure of any information by Purchaser as set forth in this Section 4.16 shall survive any termination of this Agreement.