Common use of Environmental Study Clause in Contracts

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 Agreement. (c) If Purchaser shall discover a Hazardous Substance, a violation of Environmental Law or other environmental defect as a result of Purchaser’s Environmental Study, Purchaser shall give Seller written notice as soon as possible describing, in reasonable detail, the facts or conditions constituting such Hazardous Substance, violation of Environmental Law or other environmental defect and the measures which Purchaser reasonably believes are necessary to correct such Hazardous Substance, violation of Environmental Law or other environmental defect. (d) If Seller does not elect to cure any such Hazardous Substance, violation of Environmental Law or other environmental defect or is unable to cure such Hazardous Substance, violation of Environmental Law or other environmental defect to Purchaser’s reasonable satisfaction at least ten (10) calendar days prior to the Closing, unless Purchaser elects to waive such Hazardous Substance, violation of Environmental Law or other environmental defect, Seller shall reimburse Purchaser for the reasonable and documented costs and expenses Purchaser may incur to repair and remediate the defect.

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 Agreement. (c) If Purchaser shall discover a Hazardous Substance, a violation of Environmental Law or other environmental defect as a result of Purchaser’s Environmental Study, Purchaser shall give Seller written notice as soon as possible describing, in reasonable detail, the facts or conditions constituting such Hazardous Substance, violation of Environmental Law or other environmental defect and the measures which Purchaser reasonably believes are necessary to correct such Hazardous Substance, violation of Environmental Law or other environmental defect. (d) If Seller does not elect to cure any such Hazardous Substance, violation of Environmental Law or other environmental defect or is unable to cure such Hazardous Substance, violation of Environmental Law or other environmental defect to Purchaser’s reasonable satisfaction at least ten (10) calendar days prior to the Closing, unless Purchaser elects to waive such Hazardous Substance, violation of Environmental Law or other environmental defect, Seller shall reimburse Purchaser for the reasonable and documented costs and expenses Purchaser may incur to repair and remediate the defect.