Environmental Due Diligence. (a) Purchaser shall have the right, or the right to cause an environmental consultant acceptable to Purchaser in its sole discretion (“Purchaser’s Environmental Consultant”), to conduct an environmental review of the Assets prior to the expiration of the Examination Period (“Purchaser’s Environmental Review”). No less than three (3) Business Days prior to the proposed commencement date of Purchaser’s Environmental Review, Purchaser shall notify Noble of the commencement of Purchaser’s Environmental Review and shall coordinate the locations of such activities with Noble. The cost and expense of Purchaser’s Environmental Review shall be borne solely by Purchaser. No Person, other than Purchaser’s Environmental Consultant and Purchaser’s employees or representatives, may conduct Purchaser’s Environmental Review. Noble shall have the right to have representatives thereof present to observe Purchaser’s Environmental Review conducted in Noble’s offices or on the Assets. With respect to any samples taken in connection with Purchaser’s Environmental Review, Noble shall be permitted to take split samples. Purchaser agrees to conduct Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of Noble and in compliance with all Applicable Laws, and Purchaser shall exercise due care with respect to Noble’s properties and their condition.
(b) Prior to the Closing, unless otherwise required by Applicable Law, Purchaser shall (and shall cause Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Purchaser’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Purchaser shall not (and shall cause Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party (other than to any of Purchaser’s shareholders, employees, lenders or representatives that agree to treat such information confidentially in accordance herewith) without the prior written consent of Noble, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Purchaser may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Purchaser, Purchaser’s Environmental Consultant, if applicable, or any third party to whom Purchaser has provided any Environmental Information in ...
Environmental Due Diligence. Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.
Environmental Due Diligence. Environmental due diligence for the Project acceptable to Lender, which may include, at Lender’s discretion, a phase I environmental site assessment.
Environmental Due Diligence. During the Interim Period, Purchaser shall have the right (a) to perform an Environmental Site Assessment (“ESA”) and (b) to audit the operation of the Business for compliance with Environmental Laws including completing such testing of all underground storage tank components, including, but not limited to, underground storage tanks, associated lines, pipes, spill containment devices and pumping equipment as it deems necessary in its sole discretion (“Environmental Compliance Testing”), at the Locations before the Closing; provided that (i) the ESA and Environmental Compliance Testing conform to Schedule 7.3 and applicable ASTM standards, (ii) performance of the ESA and Environmental Compliance Testing do not damage or interfere with the operation of the Locations, (iii) completion of an ESA and Environmental Compliance Testing on Leased Real Properties conform with all of the requirements set forth in the applicable Leases, and (iv) Purchaser provides Sellers with a copy of any ESA and Environmental Compliance Testing report promptly after the report is issued. Purchaser shall indemnify, defend and hold Sellers harmless for the acts of Purchaser and/or Purchaser’s agents, employees or contractors in performing the ESA and Environmental Compliance Testing and Purchaser shall return each Location to its previous condition upon completion of its activities in connection with the ESA and Environmental Compliance Testing. Purchaser shall deliver a copy of any final reports or assessments resulting from such investigations and testing to Seller promptly after their completion. Any investigation conducted pursuant to this Section 7.3 shall be conducted in accordance with the terms of Article VII. Purchaser’s conduct of an ESA and Environmental Compliance Testing shall not be a condition to the Closing, and failure to perform or complete the ESA shall not extend the date for the Closing.
Environmental Due Diligence. Regarding any Current Company Facility, the Company and the Sellers shall provide Buyer with the right, but not the obligation, to take all steps necessary to conduct all appropriate inquiries pursuant to Section 101(35)(B) of the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601(35)(B), as the United States Environmental Protection Agency has defined such inquiries in a rule promulgated at 70 Fed. Reg. 66070 (November 1, 2005) and effective on November 1, 2006 (hereinafter, “All Appropriate Inquiries”). Buyer’s performance of All Appropriate Inquiries shall include but not be limited to, performance by or for Buyer, at Buyer’s sole cost, of any of the actions described in this Section 6.10. Within five (5) days of execution of this Agreement, Sellers shall make available to Buyer all records held by Sellers concerning each Current Company Facility and environmental conditions thereon, including but not limited to, for each Current Company Facility, any environmental site assessments, analytical results of sampling, remedial reports, investigations, permits, licenses, underground or aboveground storage tank test results, inventory records, administrative or judicial notices, and estimates of the cost of any environmental remediation, investigation, monitoring, or compliance. Sellers shall also provide to Buyer a list of, and make available to Buyer any written information on any environmental conditions at, every Former Company Facility. Buyer shall have the right, but not the obligation, to perform or cause to be performed an environmental site assessment of each Current Company Facility (each, a “Phase I assessment”) and to produce or cause to be produced a written report of each such assessment and any recommendations made as a result of each such assessment (each, a “Phase I”). If any Phase I recommends that samples of any environmental medium, including but not limited to any air, soil, surface water, ground water, sediment, rock, or bedrock at, above, or beneath any portion of a Current Company Facility, should be taken, or if any environmental site assessment or report provided to Buyer shows any contamination or remediation at a Current Company Facility, Buyer shall have the right, but not the obligation, to sample such Current Company Facility or cause it to be sampled, at Buyer’s sole cost (a “Phase II assessment”). A written report of any such Phase II assessment, any other e...
Environmental Due Diligence. Purchaser shall have completed its environmental due diligence of the Restaurants, Real Property and Purchased Assets and have received results which are satisfactory to Purchaser in its sole discretion.
Environmental Due Diligence. The Company shall have conducted an --------------------------- environmental due diligence investigation of the Purchased Assets and the System, the results of which investigation shall be reasonably satisfactory to the Company, it being understood that such investigation shall include: (i) reviewing all Phase I environmental assessments prepared prior to the date hereof on behalf of AT&T PCS for the parcels of real property subject to leases included in the Assigned Agreements; and (ii) conducting and reviewing Phase I environmental assessments for parcels of real property subject to leases included in the Assigned Agreements for which such assessments have not been performed prior to the date hereof. In the event the Company is not reasonably satisfied with the results of its environmental due diligence investigation with respect to any such parcel, the Company shall provide AT&T PCS with written notice of such dissatisfaction no later than 30 days after the date hereof, which written notice shall set forth in reasonable detail the parcels as to which the Company is not reasonably satisfied and the reasons therefor (the "Potentially Rejected Sites"). In the event there are five (5) or fewer -------------------------- Potentially Rejected Sites, the Closing shall take place in accordance with the terms hereof with no reduction in the Purchase Price, and (i) with respect to each Potentially Registered Site the Company shall have the right at the Company's sole cost and expense to deinstall and remove all Purchased Assets located at any Potentially Rejected Site, (ii) Section 4.11 shall not be applicable to any Potentially Rejected Site as to which such right shall be exercised, and (iii) any Assigned Agreements relating to a Potentially Rejected Site as to which such right shall be exercised shall be excluded from the Purchased Assets and shall not be assigned to the Company pursuant to Section 2.1(d) and the liabilities arising thereunder shall not be Assumed Liabilities pursuant to Section 2.4(a). The Company shall exercise such right by written notice thereof given at least ten (10) Business Days prior to the Closing Date. In the event there are more than five (5) Potentially Rejected Sites, the Company may elect by written notice provided to AT&T PCS no later than 30 days after the date hereof to terminate this Agreement in accordance with Article IX; provided, however, that such 30 day period may be extended by the Company, by -------- ------- writte...
Environmental Due Diligence. Poolmart shall have completed its --------------------------- environmental due diligence and shall be reasonably satisfied with the results of such due diligence; provided, however, that this condition shall be deemed to have been satisfied in full by March 31, 1997 unless prior thereto Poolmart shall have delivered a written notice to Leslie's California specifying in reasonable detail the respects in which it has not been satisfied;
Environmental Due Diligence. With respect to each of the properties of the Predecessor Companies, (i) the Holding Company shall have been satisfied with the environmental condition of such property, (ii) each Predecessor Company owning any property the environmental condition of which the Holding Company finds unsatisfactory shall have remediated such unsatisfactory environmental condition (or adequately provided for such remediation) to the satisfaction of the Holding Company or (iii) each Predecessor Company owning any property the environmental condition of which the Holding Company finds unsatisfactory and the other parties hereto shall have agreed to an appropriate reduction in the number of Combination Shares to be issued by the Holding Company to the Selling Stockholders or Selling Members of such Predecessor Company as contemplated in Section 5.20.
Environmental Due Diligence. The Administrative Agent shall be satisfied with the environmental condition of the real property owned or leased by the Borrower and its Subsidiaries.
