Common use of Phase I Study Clause in Contracts

Phase I Study. Within twenty (20) days after the execution of ------------- this Agreement, Seller shall, at its sole expense, commission a qualified engineering firm to conduct the Study in accordance with ASTM Standard 1527-94. Within three (3) business days of receipt of the report of the completed Study, Seller shall promptly deliver the report of the Study to Buyer. Buyer shall hold the information about the Study and any related information or documentation in confidence in accordance with the provisions of Section 6.13. If Buyer notifies Seller in writing within thirty (30) Business Days from the date Buyer receives the report of the Study that the Study discloses the existence of any breach, or any facts which could be expected to result in a breach, of the representations of Seller contained in Section 4.16, Seller shall promptly commence further investigation and/or remedial action to cure the condition at its expense prior to the Closing; provided that Seller shall not be obligated to spend more than $100,000 in the aggregate in its attempt to cure all such conditions. Seller shall notify Buyer within seven (7) days after its receipt of such written notice from Buyer if Seller determines that it is or will be unable to cure such conditions for $100,000 or less. If Seller exercises the right not to cure such conditions because the aggregate cost would exceed $100,000, Buyer may elect (i) to terminate this Agreement with no cost or obligation on the part of Seller or (ii) to waive such obligations, in which event Buyer shall receive a credit at the Closing in the amount, if any, by which $100,000 exceeds the aggregate amount paid by Seller to third parties in connection with curing such conditions and assume all liabilities and obligations in connection with such conditions and hold harmless and indemnify Seller from same in accordance with this Agreement, notwithstanding any provisions, including any representations and warranties of Seller, of this Agreement to the contrary and Seller shall have no liability under this Agreement or otherwise to Buyer related to or arising from such conditions.

Phase I Study. Within twenty (20) days after the execution of ------------- this Agreement, Seller shall, shall at its sole expense, commission a qualified engineering firm to conduct the Phase I Study (the "Study") in accordance with ASTM Standard 1527-9494 with respect to all parcels of Real Property except for the CATV Business' leased administrative offices. Within three (3) business days of receipt of the report of the completed Study, Seller shall promptly deliver the report of the Study to Buyer. Buyer shall hold the information about the Study and any related information or documentation in confidence in accordance with the provisions of Section 6.13. If Buyer notifies notify Seller in writing within thirty ten (3010) Business Days from the date Buyer receives the report business days of receiving the Study that if Buyer believes the Study discloses the existence of any breach, or any facts which an environmental condition that (i) could reasonably be expected to result in a breach, impair the use or value of such Real Property for the continued operation of the representations CATV Business as operated by Seller on the Closing Date or subject Buyer to any liability for fines, penalties, or cleanup or response costs if Buyer consummates this Agreement, or (ii) would cause a reasonable purchaser experienced in environmental matters to perform further investigation or testing before proceeding with the transfer of Seller contained in Section 4.16, the Real Property. Seller shall promptly commence further investigation and/or remedial action at its expense to cure the condition at its expense prior to the Closing; provided that Seller shall not be obligated to spend more than One Million Dollars ($100,000 1,000,000) in the aggregate in its attempt to cure all such conditions. Seller shall notify Buyer within seven ten (710) business days after its receipt of such written notice from Buyer if Seller determines that it is or will be unable to cure such conditions for One Million Dollars ($100,000 1,000,000) or less. If Seller exercises the right not to cure such conditions because the aggregate cost would exceed One Million Dollars ($100,0001,000,000), Buyer may elect (i) to terminate this Agreement with no cost or obligation on the part of Seller or Buyer or (ii) to waive such obligations, in which event Buyer shall receive a credit at the Closing in the amount, if any, by which One Million Dollars ($100,000 1,000,000) exceeds the aggregate amount paid by Seller to third parties in connection with curing such conditions and assume all liabilities and obligations in connection with such conditions and hold harmless and indemnify Seller from same in accordance with this Agreement, notwithstanding any provisions, including any representations and warranties of Seller, of this Agreement to the contrary and Seller shall have no liability under this Agreement or otherwise to Buyer related to or arising from such conditions.