Buyer's Environmental Investigation Sample Clauses

Buyer's Environmental Investigation. 6.3.2 Seller’s Environmental Reports
Sample 1Sample 2
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Buyer's Environmental Investigation. Subject to the provisions of Section 6.2, Buyer, at its option, may conduct, at Buyer's sole cost and expense, any "Phase “I" (as such term is commonly used in the industry) environmental testing of the Properties. Notwithstanding anything in this Agreement to the contrary, any Seller shall have the right to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Properties), investigations and other matters that in such Seller's reasonable judgment could result in any injury to a Property or breach of any contract, or expose any Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller's interest therein, and Buyer shall obtain such Seller's prior written consent (which may be obtained and received by electronic transmission) to any such entries, surveys, tests, investigations or other matters that are invasive on such Property.
Sample 1
Buyer's Environmental Investigation. Buyer, at its option, may ------------------------------------ conduct, at Buyer's cost, such independent investigation and inspection of the Property as Buyer shall deem reasonably necessary to ascertain the environmental condition of the Property. Buyer shall immediately deliver to Seller any reports or other results of Buyer's environmental investigation of the Property ("Buyer's Environmental Report(s)"). Seller shall permit Buyer to undertake testing on the Property to assess its environmental condition provided that, prior to undertaking any such testing, Buyer and Seller shall enter into an agreement which sets forth Buyer's and Seller's rights and obligations with respect to such testing, in a form as set forth in Exhibit K attached hereto and incorporated herein to be completed with specifics of such testing as deemed reasonably acceptable to Seller. Buyer agrees not to disturb any asbestos which may be on the Property, and if this transaction is not consummated for any reason, to immediately repair any damage to the Property directly or indirectly caused by any acts of Buyer or Buyer's agents in connection with Buyer's Environmental Report(s). BUYER HAS BEEN EXPRESSLY ADVISED BY SELLER TO CONDUCT AN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY (subject to the provisions hereof), UTILIZING EXPERTS AS BUYER DEEMS NECESSARY. This Section shall survive Closing or termination of this Agreement.
Sample 1
Buyer's Environmental Investigation. Buyer, at its option, may conduct, at Buyer’s cost, such independent investigation and inspection of the Property as Buyer shall deem reasonably necessary to ascertain the “environmental” condition of the Property. If this transaction is not consummated for any reason, Buyer agrees to promptly repair any damage to the Property directly or indirectly caused by any acts of Buyer or Buyer’s agents in connection with Buyer’s environmental investigation. Anything to the contrary herein notwithstanding, Buyer shall have no responsibility or liability with respect to the results or any inaccuracies in any of Buyer’s Environmental Report(s), and makes no representations or warranties whatsoever regarding (i) the completeness of Buyer’s Environmental Report(s), (ii) the truth or accuracy of Buyer’s Environmental Report(s), or (iii) the existence or nonexistence of any hazardous or toxic wastes or materials in, on, or about the Property. Further, Buyer is not assigning Buyer’s Environmental Report(s) to Sellers, nor granting Sellers any rights with respect to any environmental firm(s) producing Buyer’s Environmental Report(s). Buyer will deliver copies of all such reports to Sellers without cost to Sellers.
Sample 1
Buyer's Environmental Investigation. Subject to the provisions of the Section hereof entitled "Entry Onto Property", during the Inspection Period, Buyer, at its option, may conduct, at Buyer's cost, such independent investigation and inspection of the Property as Buyer shall deem necessary to ascertain the environmental condition of the Property. Buyer agrees that it will not undertake, without Seller's prior written consent, which shall not be unreasonably withheld, any "phase II investigation" or any invasive drilling, or any test, sampling or other action that will materially damage the physical condition or appearance of any portion of the Property, and Buyer agrees not to disturb any asbestos which may be on the Property. Any report on the environmental condition of the Property delivered to Buyer by Buyer's environmental consultant is hereinafter referred to as "Buyer's Environmental Report". Buyer shall immediately deliver to Seller a copy of any Buyer's Environmental Report. BUYER HAS BEEN EXPRESSLY ADVISED BY SELLER TO CONDUCT AN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY (subject to the provisions hereof), UTILIZING EXPERTS AS BUYER DEEMS NECESSARY. 6.2.2
Sample 1
Buyer's Environmental Investigation. Subject to the provisions of the Section hereof entitled “Entry onto Property,” during the Inspection Period, Buyer, at its option, may conduct, at Buyer’s sole cost and expense, any “Phase “I” (as such term is commonly used in the industry) environmental testing of the Property which shall comply with “all appropriate inquiry” guidelines; provided, however, under no circumstances shall such “Phase I” include invasive testing of the Property without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion. Any “Phase II” (as such term is commonly used in the industry), or other invasive testing shall require the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion. Buyer agrees not to disturb any asbestos which may be located on the Property. Buyer shall, within five (5) business days of Buyer’s receipt, deliver to Seller a copy of any reports or other results of Buyer’s environmental investigation of the Property (collectively, “Buyer’s Environmental Report(s)”). Failure of Buyer to timely deposit Buyer’s Environmental Reports with Seller shall constitute a material default by Buyer hereunder.
Sample 1
Buyer's Environmental Investigation. Prior to the Closing Buyer agrees to conduct, or cause to be conducted, at Buyer's sole cost and expense, an environmental assessment of the Assets ("Buyer's Environmental Investigation"). Subject to the consent and cooperation of the parties, Seller agrees to cooperate with reasonable requests by Buyer and its authorized representatives to conduct Buyer's Environmental Investigation. Buyer and its authorized representatives have the right to enter upon the Assets, inspect the same, conduct soil and water tests and borings, and conduct such other tests, examinations, investigations, and studies as may be necessary or appropriate in Buyer's reasonable judgment for the preparation of appropriate engineering and other reports relating to the Assets and their environmental condition. Except to the extent otherwise required by law, Buyer shall exercise all due diligence in safeguarding and maintaining as confidential all Records or information acquired during Buyer's Environmental Investigation, and all such Records and information shall be subject to the confidentiality provisions of this Agreement. Buyer shall disclose to Seller the discovery of any potential Environmental Conditions, Hazardous Materials, Hazardous Substances or suspected violations of Environmental Laws revealed through Buyer's Environmental Investigation.
Sample 1
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Buyer's Environmental Investigation. (a) From the date hereof until June 30, 2000, Buyer shall have the right, at Buyer's sole risk, expense and liability, to make an environmental assessment of the Interests and Related Assets ("Buyer's Environmental Investigation"). Subject to the consent and cooperation of third parties, Seller shall cooperate with reasonable requests by Buyer and its agents to conduct Buyer's Environmental Investigation. Except to the extent otherwise required by law, Buyer shall exercise all due diligence in safeguarding and maintaining as confidential all data or information acquired during Buyer's Environmental Investigation. Buyer shall provide Seller with a copy of any report or reports of the results of Buyer's Environmental Investigation and shall disclose to Seller the discovery of any Environmental Liabilities. Buyer waives and releases, and agrees to defend, indemnify and save and hold harmless Seller, its directors, officers, employees and agents, against claims for injury to or death of persons or damage to property arising in any way from Buyer's Environmental Investigation.
Sample 1
Buyer's Environmental Investigation. Subject to the provisions of Section 6.2, during the Inspection Period, Buyer, at its option, may conduct, at Buyer’s sole cost and expense, any “Phase “I” (as such term is commonly used in the industry) environmental testing of the Property. Any “Phase II” (as such term is commonly used in the industry), or other invasive testing shall require the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion. Buyer agrees not to disturb any asbestos which may be located on the Property. Buyer shall, within five (5) business days of Buyer’s receipt, deliver to Seller any reports or other results of Buyer’s environmental investigation of the Property (collectively, “Buyer’s Environmental Report(s)”).
Sample 1

Related to Buyer's Environmental Investigation

  • Environmental Investigation (a) Acquiror may, in its discretion, within thirty (30) Business Days of the date of this Agreement, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or an Acquired Subsidiary holds an interest or formerly held an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any Acquired Subsidiary holds any interest or formerly held an interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions, or reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the expense of the Company and Acquiror, shared equally, a Phase II environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws and regulations (each a “Phase II Report,” and collectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company, any Acquired Subsidiary or any other Person, but shall provide such information to the Company upon the Company’s request.

  • Environmental Inspection 13 ARTICLE XI....................................................................14 11.1 Modifications...................................................14 ARTICLE XII...................................................................15 12.1

  • Environmental Inspections In the event Landlord has a reasonable basis to believe that Tenant is in breach of its obligations under this Article XXXII, Landlord shall have the right, from time to time, during normal business hours, subject to the rights of subtenants and hotel guests at the Leased Property and upon not less than five (5) days written notice to Tenant, except in the case of an emergency in which event no notice shall be required, to conduct an inspection of the Leased Property to determine the existence or presence of Hazardous Substances on or about the Leased Property. Landlord shall have the right to enter and inspect the Leased Property, (upon not less than ten (10) days written notice to Tenant for invasive testing except in the case of emergency when no advance notice shall be required; provided, that Landlord shall provide notice to Tenant within a reasonable period thereafter) conduct any testing, sampling and analyses it deems necessary and shall have the right to inspect Hazardous Substances brought into the Leased Property; provided that, except in the case of emergency or during the occurrence and continuance of an Event of Default, Landlord shall use commercially reasonable efforts to cause any such testing, sampling and analyses to be performed in such a manner so as to reasonably minimize any interference with the operations and occupancy of the Leased Property and to reasonably minimize any disturbance to guests of Tenant. Landlord may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith. All reasonable costs and expenses incurred by Landlord under this Section 32.5 shall be paid on demand as Additional Charges by Tenant to Landlord. Failure to conduct an environmental inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion be intended as a release of any liability for environmental conditions subsequently determined to be associated with or to have occurred during Xxxxxx’s tenancy. To the extent Tenant may be liable pursuant to this Article XXXII, Tenant shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Landlord conducts an environmental inspection at the termination of this Master Lease.

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Environmental Information Seller shall, promptly upon written request from PacifiCorp, provide PacifiCorp with all data reasonably requested by PacifiCorp relating to environmental information under the Required Facility Documents. Seller shall further provide PacifiCorp with information relating to environmental impact mitigation measures it is taking in connection with the Facility's construction or operation that are required by any Governmental Authority. PacifiCorp shall reimburse Seller for all of Seller's reasonable actual costs and expenses in excess of $10,000 per year, if any, incurred in connection with PacifiCorp's requests for the foregoing information under this Section 6.10.7. As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the extent of any material violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Premises, alleged to exist by any Governmental Authority having jurisdiction over the Premises, or the present existence of, or the occurrence during Seller's occupancy of the Premises of, any enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination presently occurring or having occurred during the period of time that Seller has occupied the Premises.

  • Environmental Studies Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

  • Environmental Audits There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course.

  • Environmental Review (a) Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental review of the Assets and Seller’s records pertaining to the Assets (as set forth in Section 3.01) prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work comprising Buyer’s Environmental Review shall not include any intrusive test or procedure without the prior written consent of Seller. Buyer shall (and shall cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably interfere with Seller’s operations and (iii) comply with all applicable laws, rules, and regulations. Seller shall use commercially reasonable efforts to obtain any Third Party consents and otherwise cooperate with Buyer in conducting Buyer’s Environmental Review and any activities related thereto. Seller shall have the right to have a representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. The Parties shall execute a “common undertaking” letter regarding the confidentiality for the Environmental Review where appropriate. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review. Buyer hereby covenants and agrees that it will have at least $2,000,000 of general liability insurance to cover its indemnification hereunder prior to the commencement of the Environmental Review.

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