Common use of Environmental Investigation Clause in Contracts

Environmental Investigation. (a) If any Phase I Report indicates the presence of any hazardous substance with respect to any Owned Real Estate, and such presence is a condition that requires remediation pursuant to appropriate governmental standards, then, at Purchaser's request made in writing to Seller within ten (10) days after the date of this Agreement, and at Purchaser's sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit within forty-five days after the request by Purchaser. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect thereto, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller shall have the right to (i) terminate this Agreement as it relates to the Assets and Liabilities of the affected Branch, (ii) undertake remedial action as to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (provided, however, that the timing of any such remediation shall be coordinated with Purchaser to minimize any resulting business interruption), or (iii) agree to indemnify Purchaser for all actual costs and expenses incurred by Purchaser to remediate the Owned Real Estate as to such presence so that no material continuing violation of any environmental law exists.

Environmental Investigation. Upon reasonable advance notice, Buyer and Buyer's representatives may enter, inspect and investigate the Properties, such inspection to be completed prior to Closing. In order to complete such investigation, Buyer or its representative shall have the right but not the obligation: (a) If any to conduct tests (including a "Phase I Report indicates I" and/or "Phase II" environmental study) of the presence of any hazardous substance with respect to any Owned Real Estatestructures, soil, surface or subsurface waters, and such presence is air quality at, in, on, beneath or about the Properties, in a condition manner consistent with good engineering practice; (b) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to Hazardous Materials or other environmental conditions; and (c) to inspect all buildings and Tangible Personal Property at the Properties for friable asbestos-containing materials or other Hazardous Materials. The Sellers agree to permit Buyer reasonable access to all portions of the Properties, during regular business hours; provided, however, that requires remediation any inspection pursuant to appropriate governmental standards, then, at Purchaser's request made in writing to Seller this provision shall be commenced by Buyer within ten thirty (1030) days after of the date execution of this Agreement, and at Purchaser's sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit provided further that within forty-five fifteen (15) days after the request receipt by PurchaserBuyer of any third-party report relating to such investigation, Buyer shall inform Sellers of any issues it believes are relevant to the provisions of this Agreement. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect thereto, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller Buyer shall have the right to (i) terminate its obligations under this Agreement as it relates without penalty upon written notice to Sellers in the event that Buyer's environmental investigation discloses any violation of or any remedial work required by any applicable laws to the Assets Joint Venture or Harriscope which would cost in excess of $250,000 in the aggregate to cure and Liabilities of the affected Branch, (ii) undertake remedial action as to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (remediate; provided, however, that the timing Sellers shall have the right either to take or cause to be taken remedial action as is necessary to eliminate such violation(s) and complete such remedial work so as to eliminate any liability which could arise therefrom, and, in the event of such curative and remediative action, Buyer shall not be entitled to terminate this Agreement pursuant to this sentence. Buyer agrees to keep and hold confidential any and all reports, summaries, studies or results that are the product of its pre-Closing investigations of the Properties, to provide copies of such reports to Sellers within five business days of receipt of any request therefrom, and not to disclose such remediation reports without the written consent of the Sellers or unless required to do so by applicable law or in connection with any legal action. Buyer agrees to notify Sellers prior to initiating a Phase II environmental study. In addition, Buyer shall be coordinated obtain insurance of at least $1 million as relates to the conduct of the Phase I and/or Phase II environmental study prior to conducting any such study, naming as additional insureds such entities as Sellers shall reasonably request and providing Sellers with Purchaser to minimize any resulting business interruption), or (iii) agree to indemnify Purchaser for all actual costs and expenses incurred by Purchaser to remediate a copy of the Owned Real Estate as to such presence so that no material continuing violation certificate of any environmental law existsinsurance relating thereto.

Environmental Investigation. (a) If any Phase I Report indicates the presence of any hazardous substance with respect to any Owned Real Estate, and such presence is a condition that requires remediation pursuant to appropriate governmental standards, then, at Purchaser's ’s request made in writing to Seller within ten (10) days after the date of this Agreement, and at Purchaser's ’s sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit within forty-five days after the request by Purchaser. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect thereto, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller shall have the right to (i) terminate this Agreement as it relates to the Assets and Liabilities of the affected Branch, (ii) undertake remedial action as to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (provided, however, that the timing of any such remediation shall be coordinated with Purchaser to minimize any resulting business interruption), or (iii) agree to indemnify Purchaser for all actual costs and expenses incurred by Purchaser to remediate the Owned Real Estate as to such presence so that no material continuing violation of any environmental law exists.

Environmental Investigation. Upon reasonable advance notice, Buyer and Buyer's representatives may enter, inspect and investigate the Properties, such inspection to be completed prior to Closing. In order to complete such investigation, Buyer or its representative shall have the right but not the obligation: (a) If any to conduct tests (including a "Phase I Report indicates I" and/or "Phase II" environmental study) of the presence of any hazardous substance with respect to any Owned Real Estatestructures, soil, surface or subsurface waters, and such presence is air quality at, in, on, beneath or about the Properties, in a condition manner consistent with good engineering practice; (b) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to Hazardous Materials or other environmental conditions; and (c) to inspect all buildings and Tangible Personal Property at the Properties for friable asbestos-containing materials or other Hazardous Materials. The Sellers agree to permit Buyer reasonable access to all portions of the Properties, during regular business hours; provided, however, that requires remediation any inspection pursuant to appropriate governmental standards, then, at Purchaser's request made in writing to Seller this provision shall be commenced by Buyer within ten thirty (1030) days after of the date execution of this Agreement, and at Purchaser's sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit provided further that within forty-five fifteen (15) days after the request receipt by PurchaserBuyer of any third-party report relating to such investigation, Buyer shall inform Sellers of any issues it believes are relevant to the provisions of this Agreement. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect thereto, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller Buyer shall have the right to (iterminate its obligations under this Agreement without penalty upon written notice to Sellers in the event that Buyer's environmental investigation discloses any violation of or any remedial work required by any applicable laws to the Joint Venture or Harriscope which would cost in excess of $250,000 in the aggregate to cure and remediate; PROVIDED, HOWEVER, that the Sellers shall have the right either to take or cause to be taken remedial action as is necessary to eliminate such violation(s) and complete such remedial work so as to eliminate any liability which could arise therefrom, and, in the event of such curative and remediative action, Buyer shall not be entitled to terminate this Agreement pursuant to this sentence. Buyer agrees to keep and hold confidential any and all reports, summaries, studies or results that are the product of its pre-Closing investigations of the Properties, to provide copies of such reports to Sellers within five business days of receipt of any request therefrom, and not to disclose such reports without the written consent of the Sellers or unless required to do so by applicable law or in connection with any legal action. Buyer agrees to notify Sellers prior to initiating a Phase II environmental study. In addition, Buyer shall obtain insurance of at least $1 million as it relates to the Assets and Liabilities conduct of the affected Branch, (ii) undertake remedial action as Phase I and/or Phase II environmental study prior to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (provided, however, that the timing of conducting any such remediation study, naming as additional insureds such entities as Sellers shall be coordinated reasonably request and providing Sellers with Purchaser to minimize any resulting business interruption), or (iii) agree to indemnify Purchaser for all actual costs and expenses incurred by Purchaser to remediate a copy of the Owned Real Estate as to such presence so that no material continuing violation certificate of any environmental law existsinsurance relating thereto.

Environmental Investigation. (a) If any Purchaser shall have the right, at its sole expense, to perform an environmental investigation including a Phase I site assessment, underground oil storage tank test, asbestos test, soil test and any follow up of the issues raised in the Phase I site assessment of the premises prepared by Enviro-Sciences and dated September 2000. The results of Purchaser's environmental investigation shall hereinafter be referred as the "Report." Purchaser shall use Enviro-Sciences for such investigation. Purchaser shall provide to Seller a true and accurate copy of the Report upon Purchaser's receipt thereof. If the Report does not indicate the presence of any hazardous materials at concentrations that require remediation under applicable environmental laws, Purchaser shall proceed to Closing. If the Report indicates the presence of any hazardous substance with respect to any Owned Real Estate, and such presence is a condition materials at the premises at concentrations that requires require remediation pursuant to appropriate governmental standards, then, at Purchaser's request made in writing to Seller within ten (10) days after the date of this Agreement, and at Purchaser's sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II under applicable environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit within forty-five days after the request by Purchaser. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect theretolaws, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller shall have the right right, in its reasonable discretion, to either (i) terminate this Agreement as it relates to (in which case the Assets and Liabilities of the affected Branch, (ii) undertake remedial action as to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (provided, however, that the timing of any such remediation down payment shall be coordinated with returned to Purchaser to minimize upon which this Agreement shall terminate without any resulting business interruptionfurther obligation between the parties hereto), or (iiiii) agree remediate any such condition, at its sole expense. If Purchaser elects "(ii)" in the foregoing sentence, then the parties shall proceed to indemnify Closing and Purchaser for all actual costs shall conduct such remediation as a post-Closing matter. Purchaser shall promptly forward to Seller a true and expenses incurred by accurate copy of any subsequent report generated following any such remediation, which obligation shall survive Closing. If Purchaser elects "(i)" above, then notwithstanding such election, Seller may, in its discretion, elect to remediate any such conditions identified in the Owned Real Estate as Report at Seller's cost and expense, in which case Purchaser's aforesaid election to terminate this Contract shall be negated, and Closing shall be delayed to allow Seller to complete such presence so remediation. A subsequent report issued by Enviro-Scienses concluding that the remediation has been completed and no material continuing violation further action is required shall be conclusive evidence of any Seller's completion of the remediation, and thereafter, Purchaser shall then proceed to Closing. In the event that Purchaser does not begin its environmental law existsinvestigation within seven (7) days from the receipt of the fully executed contracts, or such action is not completed within forty five (45) days thereof, the Purchaser will be deemed to have waived the provisions of this Paragraph.