DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. At its sole expense, Republic shall be entitled to have conducted prior to Closing a due diligence review of the assets, properties, books and records of the Company and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of the Company. The Shareholders shall provide Republic or its designated agents or consultants with the access to such property which Republic, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental contamination which requires remediation or further evaluation under the Environmental, Health and Safety Laws or if the results of the Environmental Assessment are otherwise not satisfactory to Republic in its sole discretion, then Republic may elect not to close the transactions contemplated by this Agreement in which case this Agreement shall be terminated. Republic's failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Shareholders under this Agreement.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. Nations shall be entitled to have conducted prior to the Closing a due diligence review of the assets, properties, books and records of the Company and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Company shall (and shall cause its directors, officers, employees, auditors, counsel and agents to) afford Nations and Nations' officers, employees, auditors, counsel and agents reasonable access at all reasonable times to its properties, offices, and other facilities, to its officers and employees and to all books and records, and shall furnish such persons with all financial, operating and other data and information as may be requested. The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of the Company. The Company and the Shareholders shall provide Nations or its designated agents or consultants with the access to such property which Nations, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental conditions which require remediation or further evaluation under the Environmental Laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to Nations in its sole discretion, then Nations may, in addition to any other remedies available to it, elect not to close the transactions contemplated by this Agreement and to terminate this Agreement. Neither the due diligence investigation made by Nations in connection with the transactions contemplated hereby nor information provided to or obtained by Nations shall affect any representation or warranty in this Agreement. Nations' failure or decision not to conduct any such due diligence review or Environmental Assessment shall not affect any representation or warranty of the Company or the Shareholders under this Agreement.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. Buyer shall be entitled to continue to conduct prior to Closing a due diligence review of the assets, properties, books and records of the Company (including a review of any such assets, properties, Aviation Permits and records (including audits and actions) regulated by and relationships with the Federal Aviation Administration) and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of the Company. The Company shall provide Buyer or its designated agents or consultants with the access to such property which Buyer, its agents or consultants require to conduct the Environmental Assessment. The Buyer agrees that it will not have the right to terminate this Agreement as a result of matters discovered in its diligence review or environmental assessment unless based upon such information the Buyer is otherwise permitted to terminate this Agreement pursuant to Section 9.2(b) hereof.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. Republic shall be entitled to conduct prior to Closing a due diligence review of the assets, properties, books and records of the Acquired Entities and an environmental assessment of the Owned Properties and Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Owned Properties and Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records (including but not limited to, off-site disposal records and manifests), documents, and Licenses of the Acquired Entities. The Acquired Entities shall provide Republic or its designated agents or consultants with the access to such properties which Republic, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies Recognized Environmental Conditions (as defined by ASTM Standard Practice E-1527) which require remediation or further evaluation under the Environmental Laws as defined in Section 3.13(f) of this Agreement, then Republic shall notify the Acquired Entities and the Principals in writing and the Acquired Entities and the Principals shall be financially responsible for the remediation of all Recognized Environmental Conditions which remediation is, may or would be required by any appropriate governmental agency. Republic's failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Acquired Entities or the Principals under this Agreement. Prior to Closing, the parties hereto shall agree on the appropriate actions (and the cost thereof) to be taken with respect to any such Recognized Environmental Conditions (provided further that in the event the parties do not agree prior to Closing on which action is to be taken with respect to any such Recognized Environmental Conditions, after Closing, Republic shall at its reasonable discretion, determine the appropriate course of action (and the cost thereof) with respect thereto). If the cost of remediation of all Recognized Environmental Conditions exceeds $10,000,000 the Acquired Entities and the Principals reserve the right to terminate this Agreement, prior to the Effective Time, upon the delivery of written notice in accordance with Section 13.1 of this Agreement.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. Kellxxxxx xxall be entitled to have conducted prior to Closing a due diligence review of the assets, properties, books and records of each of the Companies and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of each of the Companies. The Companies and the Shareholders shall provide Kellxxxxx xx its designated agents or consultants with the access to such properties controlled or used by either of the Companies or any Shareholder which Kellxxxxx, xxs agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental conditions which require remediation or further evaluation under the Environmental Laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to Kellxxxxx xx its sole discretion, then Kellxxxxx xxx, on or prior to June 30, 1998, elect not to close the transactions contemplated by, and terminate, this Agreement, in addition to any other remedies that may be available to it, notwithstanding anything to the contrary contained herein. Kellxxxxx'x xxxlure or decision not to conduct any such Environmental Assessment or due diligence review shall not affect any representation or warranty of the Shareholders under this Agreement.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. The Buyer shall be entitled to have conducted prior to Closing a due diligence review of the assets, properties, books and records of the Company and an environmental assessment (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Company premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and permits of each of the Company. The Company shall provide the Buyer or its designated agents or consultants with the access to such property which the Buyer, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental conditions which require remediation or further evaluation under the Environmental Laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to the Buyer in its sole discretion, may, prior to June 7, 2005, elect to terminate this Agreement and not to close the transactions contemplated by this Agreement as its sole and exclusive remedy.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. The Buyer shall be entitled to have conducted prior to Closing a due diligence review of all of the assets, properties, books and records of the Company (the “Due Diligence Review”) and an environmental assessment (the “Environmental Assessment”). The Environmental Assessment may include, but not be limited to, a physical examination of the Company premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Permits of each of the Company and its Subsidiaries. The Company shall provide the Buyer or its designated agents or consultants with the access to such properties which the Buyer, its agents or consultants reasonably require to conduct the Due Diligence Review and Environmental Assessment. Buyer shall not be deemed to waive any breaches of any representations or warranties by virtue of any Due Diligence Review or Environmental Assessment.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. The Panther Companies shall be entitled to have conducted, at the Panther Companies' expense, prior to the Closing a due diligence review of the assets, properties, books and records of the Resort and each of the LeHill Companies and an environmental assessment of the Resort and LeHill-Owned Properties (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Resort and LeHill-Owned Properties, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of the Resort and each of the LeHill Companies. Chensoff and the LeHill Companies shall use their respective best efforts to provide the Panther Companies or their designated agents or consultants with the access to such property which the Panther Companies, their agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental contamination which requires remediation or further evaluation under the Environmental, Health and Safety Laws or if
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. Republic shall be entitled to conduct prior to Closing a due diligence review of the assets, properties, books and records of the Company and an environmental assessment of the Owned Properties and Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Owned Properties or Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records (including, but not limited to, off-site disposal records and manifests), documents, and Licenses of the Company. The Company, the Taorminas, the Shareholders and their Affiliates shall provide Republic or its designated agents or consultants with the access to such property which Republic, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental conditions which requires remediation, corrective action, or further evaluation under the Environmental Laws or the modification of operational practices to come into compliance with Environmental Laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to Republic in its sole discretion, then Republic may elect not to close the transactions contemplated by this Agreement in which case this Agreement shall be terminated. Republic's failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Company, the Taorminas or the Shareholders under this Agreement.
DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. AVS, at its sole cost and expense, shall be entitled to have conducted prior to Closing a due diligence review of the assets, properties, books and records of the Company (hereinafter referred to as "Environmental Assessment"), and such other properties used, owned or occupied by the Company or any of its predecessors or former Affiliates, as AVS, in its sole discretion, may deem necessary ("Other Premises"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises and Other Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records, documents, and Licenses of the Company. The Company and the Shareholders shall provide AVS or its designated agents or consultants with the access to such property which AVS, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental conditions which require remediation or further evaluation under the Environmental Laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to AVS in its sole discretion, then AVS may, prior to the Closing Date, elect to terminate this Agreement and not to close the transactions contemplated by this Agreement as its sole and exclusive remedy. AVS' failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Shareholders under this Agreement. Except as otherwise required by law, AVS shall not disclose any environmental report it obtained to any third party (excluding its employees, agents, advisors and bankers.)
