Environmental Diligence. The Purchaser shall have completed the Phase II Investigation at the Aurangabad Facility, which shall be reasonably satisfactory to the Purchaser (it being agreed and understood that such Phase II Investigation shall be deemed reasonably satisfactory if the results disclosed in such Phase II Investigation provide that there are no Hazardous Materials present in, on, under or adjacent to the Aurangabad Facility in such character and extent that would subject the Seller to any Liability or require any expenditure for investigation, monitoring, remediation or corrective action to meet any standards under any applicable Environmental Law); and
Environmental Diligence. Purchaser shall have received an environmental assessment report in form and substance reasonably satisfactory to Purchaser with respect to the environmental hazards, conditions, liabilities or potential liabilities to which Sellers, and the properties currently or formerly owned, leased or operated by Sellers or their subsidiaries may be subject, provided that in the event the environmental assessment report is not in form and substance reasonably satisfactory to Purchaser, Purchaser will agree to waive this condition, if, in its discretion, it is satisfied with Sellers' agreement to remediate the conditions raised in such report.
Environmental Diligence. Purchaser shall, within ninety (90) days following the Agreement Date, have completed, at its sole cost and expense, an environmental investigation of the Real Property (which may, in Purchaser's discretion, include environmental audits or any other similar invasive or non-invasive procedures, subject to SECTION 6.2), and shall have determined, in its sole discretion, that the results of such investigation are satisfactory to Purchaser. Purchaser shall provide written notice to Seller, not later than fifteen (15) days following the completion of such investigation but in any event not less than thirty (30) days prior to Closing, whether Purchaser has determined that it is satisfied with respect to the results of such investigation. No such investigation or assessment shall in any manner be deemed to relieve Seller of any obligations with respect to any warranties, representations, covenants or other undertakings made hereunder or to qualify any such warranties, representations or covenants, except to the extent that Purchaser has failed to comply with its obligations under SECTION 6.13(c) or 6.13(d). Purchaser shall have the right to extend the ninety (90)-day deadline set forth above upon a showing of good cause and with the consent of Seller (which consent shall not be unreasonably withheld).
Environmental Diligence. (a) During the Environmental Due Diligence Period, Purchaser may conduct at Purchaser’s sole expense, environmental investigations for purpose of identifying Environmental Conditions, including, at Purchaser’s election, so-called “Phase I” assessments and/or “Phase II” subsurface investigations, by an Environmental Consultant.
(b) Any such environmental investigations shall be conducted after reasonable advance notice to Seller (which shall not be less than forty-eight (48) hours advance notice), and at a mutually convenient time that does not interfere with Seller’s normal business operations. No sampling, destructive testing, or subsurface investigations shall be undertaken until Purchaser has provided Seller with a proposed scope of work describing generally the location and extent of the sampling, testing, or subsurface investigations to be conducted, and Purchaser and Seller have reached mutually agreeable and reasonable terms for access, including the that Purchaser’s Environmental Consultant: (i) shall conduct any environmental investigations permitted pursuant to this Section 11.1(b) with reasonable care, in compliance with all laws, and subject to customary practices among environmental consultants and engineers, including, without limitation, following completion thereof, the restoration of any site to the extent practicable to its condition prior to such investigation and in the case of any subsurface investigations, the removal of all monitoring xxxxx (unless Seller requests such monitoring xxxxx to remain); (ii) must be duly licensed under applicable state laws; and (iii) must provide proof of adequate insurance in Seller’s reasonable discretion (which insurance shall, in each instance, name Seller as an additional insured upon Seller’s request), including workers’ compensation, employers liability insurance, comprehensive general liability insurance, automobile insurance, umbrella/excess liability insurance, and environmental impairment and/or pollution liability insurance.
(c) In the event that any such environmental investigations are not completed within the Environmental Due Diligence Period through no fault of Purchaser or its Environmental Consultant, Purchaser may request, prior to the expiration of the initial forty-five (45) day period, an extension of the Environmental Due Diligence Period for a reasonable period of time, not exceeding thirty (30) days, solely to permit completion of such investigations. If an extension is requested...
Environmental Diligence. (a) Purchaser may conduct, and if so, shall complete within the Environmental Due Diligence Period and at Purchaser's own expense, environmental investigations for purpose of identifying Environmental Hazards, including, at Purchaser's election, so-called "Phase I" assessments and/or "Phase II" subsurface investigations, by an independent, qualified environmental engineer or consultant ("Environmental Consultant") of the Real Property during the Environmental Due Diligence Period, provided that Purchaser shall use its commercially reasonable efforts to commence any such investigation within five (5) Business Days from the date hereof.
(b) In the event any such environmental investigation involves any subsurface investigation of any of the Real Property, Purchaser shall provide not less than five (5) Business Days notice of same to FNB, identifying the particular Real Property involved and describing generally the location and extent of the subsurface investigation to be conducted.
Environmental Diligence. Buyer may obtain, at Buyer’s expense, a Phase I environmental assessment within forty-five (45) days following the date of this Agreement. Buyer shall promptly give to Seller a copy of any environmental report resulting from the assessment. Further, Buyer shall give Seller written notice within ten (10) days after the date of receipt of such report that Buyer reasonably deems the report unacceptable. Upon its receipt of such notice, Seller may either elect to cure such condition(s) to the reasonable satisfaction of Buyer or notify Buyer in writing within thirty (30) days after receipt of Buyer’s timely notice of its election not to cure the same. If Seller elects not to cure, Buyer may elect to terminate this Agreement by providing written notice of termination to Seller within five (5) business days of the receipt of Seller’s notice. Buyer’s failure to deliver any notice required hereby on a timely basis shall constitute a waiver of any objections Buyer may have had with respect to the environmental condition of the Real Property.
Environmental Diligence. Sellers have provided or otherwise made available to Buyer all environmental reports, studies, environmental audits, sampling data, site assessments, risk assessments, and other similar material environmental documents with respect to the Company, the Subsidiaries or any currently or formerly owned or leased properties or facilities, including those owned, leased, used or under the control of any predecessors for which the Company or the Subsidiaries could be held responsible or liable that, in each case, are in the possession or control of the Company or the Sellers.
Environmental Diligence. Buyer has received the results of its environmental due diligence with respect to the Real Property and Buyer is satisfied with the results of such environmental due diligence, including, but not limited to, Buyer’s satisfaction with the contents of any environmental investigations or reports prepared in connection with such due diligence.
Environmental Diligence. The Company shall provide or make available to Buyer all information in its possession or reasonably obtainable concerning the environmental condition of all Owned Properties and Leasehold Premises and all formerly owned and leased facilities. The Company shall, at Buyer's expense, engage a consultant or consultants (the selection and the terms of any payment obligations of any such consultant(s) shall be acceptable to Buyer) to (i) conduct Phase I environmental audits to be performed on each of the Company's sites, (ii) conduct Phase II environmental audits to be performed on up to seven of the Company's sites as selected by Buyer, (iii) conduct resampling of monitoring wellx xx three of the Company's sites as selected by Buyer, (iv) install a monitoring well at the Company's Mahwah, New Jersey facility at a location selected by Buyer and (v) install a monitoring well at the Company's Beach Haven, Pennsylvania facility at a location selected by Buyer. Buyer shall direct each such consultant, within the parameters described above, as to the scope and activities to be included in such engagement and any writings or reports produced by the consultant shall be delivered to Buyer. The Company agrees to use its reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done, and to assist and cooperate with each consultant and Buyer in doing all things necessary to accomplish the purposes of this Section 6.
Environmental Diligence. (a) Purchaser acknowledges that prior to the date hereof, Seller has provided to Purchaser a copy of the "Phase I" environmental assessment of the Real Property prepared for Seller by ENSR Consulting and Engineering.
(b) To the best knowledge of Seller, except as set forth in the "Phase I" assessment described in the preceding paragraph (a), during the period of the ownership and operation by the Seller of the Branch, there has been no Environmental Hazard or Release of Hazardous Material on the Real Property that would subject the Seller to any material liability under the Environmental Laws or result in a Material Adverse Effect with respect to the Seller or a material adverse effect on the Branch.
(c) Except as set forth in the preceding paragraph (b), Seller makes no representations or warranties of any kind with respect to the foregoing Phase I assessment, with respect to the presence or absence of Environmental Hazards at the Branch or the Real Property, or with respect to compliance with any Environmental Laws applicable to the Branch or the Real Property.
