Common use of Environmental Work Clause in Contracts

Environmental Work. (a) Within thirty (30) calendar days from the date hereof, the Purchaser shall have the right, at its sole cost and expense, to engage AquaTerra Services Corp. (the "Consultant") to conduct a Phase I Environmental Assessment, as such term is commonly understood, with respect to the Owned Real Property and the Leased Real Property, except that the rights granted to the Purchaser with respect to the Leased Real Property shall be subject to any required consent of the landlord of such Leased Real Property and provided, in each case, such inspections and interviews shall be conducted only (i) during regular business hours upon reasonable notice to the Seller, (ii) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Owned Real Property and the Leased Real Property, and (iii) without damage to any property of the Seller or any property of any lessor of Leased Real Property. (b) If the assessment conducted in connection with Section 6.15(a) above details a Recognized Environmental Condition (as such term is defined in the American Society of Testing and Materials Standard for Phase I Environmental Assessments) in connection with the Owned Real Property or the Leased Real Property, the Consultant reasonably recommends further investigatory action with respect to such Recognized Environmental Condition, and the Purchaser delivers such assessment and recommendation to the Seller within thirty (30) calendar days from the date hereof, the Purchaser shall have the right, for thirty (30) calendar days from the date such assessment and recommendations are delivered to the Seller, to conduct the investigation so recommended (the "Phase II Inspection"); provided, however, the rights granted to the Purchaser with respect to the Leased Real Property shall be subject to any required consent of the landlord of such Leased Real Property; provided, further, the Seller shall have the right to review and approve the work plan for any Phase II Inspection so proposed, and provided further, such Phase II Inspection shall be conducted only (i) during regular business hours upon reasonable notice to the Seller, (ii) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Owned Real Property and the Leased Real Property, and (iii) without material damage to any property of the Seller or any property of any lessor of Leased Real Property; provided, however, that any such damage shall be promptly repaired by the Purchaser. (c) If, as a result of the Phase II Inspection, the Purchaser identifies a Recognized Environmental Condition that Seller is required to remediate under applicable Environmental Law, the Cash Payment shall be reduced by the estimated amount of all costs and expenses of cleanup, removal, remedial, corrective or responsive action necessary to address such Recognized Environmental Condition ("Environmental Work") as reasonably determined by the Consultant (which estimate shall set forth reasonable detail on the basis for those estimates); provided, however, the Environmental Work shall be designed to meet the least stringent standards or requirements that the Seller is required to meet so as not to be a violation under applicable Environmental Law (taking into account the zoning of the applicable Owned Real Property or Leased Real Property and the current uses of resources thereon), provided further, any reduction of the Cash Payment pursuant to this Section 6.15(c) shall be limited to the amount by which the costs and expenses of the Environmental Work exceed One Hundred Thousand Dollars ($100,000); provided, further, if parties other than the Seller are required to participate in any Environmental Work, any reduction of the Cash Payment pursuant to this Section 6.15(c) shall be limited to the amount of the costs and expenses of Environmental Work reasonably allocable to the Seller. (d) If the Seller and the Purchaser disagree as to the estimated costs, expenses or required extent of the Environmental Work as provided by the Consultant, the Seller shall notify the Purchaser of such disagreement in writing specifying in detail the particulars of such disagreement within twenty (20) Business Days after the Seller's receipt of the results of the Phase II Inspection pursuant to Section 6.15(c) above. The Purchaser shall provide the Seller full access to the assessment and/or inspection results (and all related records) that are the causes of such disagreement. (e) The Seller and the Purchaser shall use their commercially reasonable efforts for a period of thirty (30) calendar days after the Seller's delivery of the notice referred to in Section 6.15(d) above to resolve any disagreements raised by the Seller with respect to the extent of the Environmental Work. If, at the end of such period, the Seller and the Purchaser are unable to resolve all such disagreements, Dames & ▇▇▇▇▇ (the "Environmental Auditor") shall determine the costs, expenses and extent of the Environmental Work that it deems to be required. The determination of the Environmental Auditor shall be final, binding and conclusive on the parties. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Environmental Auditor to make its determination within thirty (30) calendar days of receipt of the parties' request for a determination. The fees and expenses of the Environmental Auditor shall be shared equally between the Seller and the Purchaser. (f) Notwithstanding anything to the contrary contained herein, if the estimated costs and expenses of the Environmental Work as determined by the Consultant or the Environmental Auditor, as applicable, exceed One Million Dollars ($1,000,000), the Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement, subject to Section 6.15(g) below. If the Seller makes this election the parties, subject to Section 6.15(g) below, shall have no liability or further obligation to the other under this Agreement except as provided in Section 8.2. (g) If the Seller elects to terminate this Agreement under Section 6.15(f) above, the Purchaser shall have the right, in its sole and absolute discretion, to accept a reduction of the Cash Payment pursuant to Section 6.15(c) of Nine Hundred Thousand Dollars ($900,000) and proceed with the Closing. (h) The parties understand and agree that the procedures outlined in this Section 6.15 shall in no event delay the Closing beyond the date on which the Closing would occur but for such procedures.

Environmental Work. (a) Within thirty (30) calendar days from Tenant specifically acknowledges that the date hereofProperty and Premises will be required to have various environmental remediation activities completed. ▇▇▇▇▇▇ agrees that as consideration for Landlord to enter into this Lease, that Tenant will be solely responsible for completing or causing to be completed any and all required remediation activities and to submit the Purchaser shall have necessary reports to the right, at its sole cost and expense, to engage AquaTerra Services Corp. Illinois Environmental Protection Agency (the "Consultant"“IEPA) in order for Landlord to conduct obtain a no further remediation ( the “NFR”) letter for the Property for industrial/commercial land use. Prior to the Effective Date, ▇▇▇▇▇▇ completed a Phase I Environmental Assessment, as such term is commonly understood, with respect to Study and a Phase II Environmental Study (the Owned Real Property and “Environmental Studies”) of the Leased Real Property, except which included identification of a recognized environmental condition that requires further environmental activities and services (the rights granted “Environmental Work”) as outlined in the proposal received by the Tenant from Environmental Services, Inc. dated August 8, 2022. ▇▇▇▇▇▇ agrees to authorize and take responsibility for the Purchaser Environmental Work, which shall include any and all actions necessary for Landlord to obtain the NFR. Tenant will be responsible for any and all costs associated with respect the Environmental Work needed for Landlord to obtain the Leased Real Property NFR. If Tenant fails to complete or cause to be completed the Environmental Work needed for Landlord to obtain the NFR, then Tenant shall be subject to liable for any required consent of the landlord of such Leased Real Property and provided, in each case, such inspections and interviews shall be conducted only (i) during regular business hours upon reasonable notice to the Seller, (ii) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to loss or egress cost resulting from the Owned Real Property and the Leased Real Propertysaid failure, and (iii) without damage to any property of the Seller or any property of any lessor of Leased Real Property. (b) If the assessment conducted in connection with Section 6.15(a) above details a Recognized Environmental Condition (as such term is defined in the American Society of Testing and Materials Standard for Phase I Environmental Assessments) in connection with the Owned Real Property or the Leased Real Property, the Consultant reasonably recommends further investigatory action with respect to such Recognized Environmental Condition, and the Purchaser delivers such assessment and recommendation to the Seller within thirty (30) calendar days from the date hereof, the Purchaser shall have the right, for thirty (30) calendar days from the date such assessment and recommendations are delivered to the Seller, to conduct the investigation so recommended (the "Phase II Inspection"); provided, however, the rights granted to the Purchaser with respect to the Leased Real Property shall be subject to any required consent of the landlord of such Leased Real Property; provided, further, the Seller Landlord shall have the right to review complete or cause to be completed such Environmental Work needed to obtain the NFR on Tenant’s behalf and approve at Tenant’s sole expense, the work plan for any Phase II Inspection so proposedcost of which, and provided furtherplus a fifteen percent (15%) administrative fee, such Phase II Inspection shall be conducted only (i) during regular business hours upon reasonable notice to the Seller, (ii) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Owned Real Property deemed Additional Rent and the Leased Real Property, and (iii) without material damage to any property of the Seller or any property of any lessor of Leased Real Property; provided, however, that any such damage shall be promptly repaired by the Purchaser. (c) If, as a result of the Phase II Inspection, the Purchaser identifies a Recognized Environmental Condition that Seller is required to remediate under applicable Environmental Law, the Cash Payment payable upon Landlord’s demand. This Section 17.29.8 shall not be reduced by the estimated amount of all costs and expenses of cleanup, removal, remedial, corrective or responsive action necessary to address such Recognized Environmental Condition ("Environmental Work") as reasonably determined by the Consultant (which estimate shall set forth reasonable detail on the basis for those estimates); provided, however, the Environmental Work shall be designed to meet the least stringent standards or requirements that the Seller is required to meet so as not deemed to be a violation waiver of any of Landlord’s rights and remedies under applicable Environmental Law (taking into account the zoning any other Section of this Lease. Landlord intends and agrees to assign its rights as Purchaser under Section 5 of the applicable Owned Real Property or Leased Real Property and Second Amendment to the current uses of resources thereon)Purchase Agreement to Tenant, provided further, any reduction which allows for the use of the Cash Payment pursuant to this Section 6.15(c) shall be limited to Holdback Funds held in Escrow under the amount by which the costs and expenses of the Environmental Work exceed One Hundred Thousand Dollars ($100,000); provided, further, if parties other than the Seller are required to participate in any Environmental Work, any reduction of the Cash Payment pursuant to this Section 6.15(c) shall be limited to the amount of the costs and expenses of Environmental Work reasonably allocable to the SellerHoldback Escrow Agreement defined therein. (d) If the Seller and the Purchaser disagree as to the estimated costs, expenses or required extent of the Environmental Work as provided by the Consultant, the Seller shall notify the Purchaser of such disagreement in writing specifying in detail the particulars of such disagreement within twenty (20) Business Days after the Seller's receipt of the results of the Phase II Inspection pursuant to Section 6.15(c) above. The Purchaser shall provide the Seller full access to the assessment and/or inspection results (and all related records) that are the causes of such disagreement. (e) The Seller and the Purchaser shall use their commercially reasonable efforts for a period of thirty (30) calendar days after the Seller's delivery of the notice referred to in Section 6.15(d) above to resolve any disagreements raised by the Seller with respect to the extent of the Environmental Work. If, at the end of such period, the Seller and the Purchaser are unable to resolve all such disagreements, Dames & ▇▇▇▇▇ (the "Environmental Auditor") shall determine the costs, expenses and extent of the Environmental Work that it deems to be required. The determination of the Environmental Auditor shall be final, binding and conclusive on the parties. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Environmental Auditor to make its determination within thirty (30) calendar days of receipt of the parties' request for a determination. The fees and expenses of the Environmental Auditor shall be shared equally between the Seller and the Purchaser. (f) Notwithstanding anything to the contrary contained herein, if the estimated costs and expenses of the Environmental Work as determined by the Consultant or the Environmental Auditor, as applicable, exceed One Million Dollars ($1,000,000), the Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement, subject to Section 6.15(g) below. If the Seller makes this election the parties, subject to Section 6.15(g) below, shall have no liability or further obligation to the other under this Agreement except as provided in Section 8.2. (g) If the Seller elects to terminate this Agreement under Section 6.15(f) above, the Purchaser shall have the right, in its sole and absolute discretion, to accept a reduction of the Cash Payment pursuant to Section 6.15(c) of Nine Hundred Thousand Dollars ($900,000) and proceed with the Closing. (h) The parties understand and agree that the procedures outlined in this Section 6.15 shall in no event delay the Closing beyond the date on which the Closing would occur but for such procedures.