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 completed Study, Seller shall promptly deliver the Study to Buyer. 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 5.12, 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 $50,000 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 $50,000 or less. If Seller exercises the right not to cure such conditions because the aggregate cost would exceed $50,000, Buyer may elect (i) to terminate this Agreement without waiver of any remedies available to Buyer hereunder or (ii) to waive such obligations, in which event Buyer shall receive a credit at the Closing in the amount, if any, by which $50,000 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.