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. Buyer may, at its election, engage a nationally recognized third party environmental consultant (which may be Environmental Resource Management) to conduct a "phase I" environmental investigation of the Plant Sites (the "Phase I Investigation"). Any Phase I Investigation will be conducted at Buyer’s expense in accordance with the specifications set forth in Part 1 of Exhibit 5.9 attached hereto, and will be completed within fourteen (14) days after the date of this Agreement (subject to extension for delays caused by Seller, including failure to provide reasonably requested information and access to Plant Sites in a timely manner). If the results of any Phase I Investigation indicate a "recognized environmental condition" (as that term is defined in ASTM E 1527-00 – Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessments Process) or other condition or violation of Environmental Law reasonably of concern to Buyer’s environmental consultant, Buyer may request that Seller provide to Buyer and its agents access to conduct a "phase II" environmental investigation ("Phase II Investigation"). Seller may grant or deny such access with respect to any one or more Plant Sites in its sole discretion. If permitted by Seller, Buyer may engage a nationally recognized third party environmental consultant to conduct the Phase II Investigation, which Phase II Investigation shall be conducted at Buyer’s expense and shall be completed by June 1, 2001. If a Phase II Investigation is not permitted by Seller with respect to any Plant Site, then Buyer shall have the right to terminate this Agreement in accordance with Section 9.1(e) hereof (and, in the event this Agreement is so terminated by Buyer, then Seller shall promptly reimburse Buyer for its actual out-of-pocket costs incurred in connection with this transaction). Buyer shall, no later than 10 days prior to the Closing Date, advise Seller of any environmental condition or alleged environmental condition identified by the Phase I Investigation or Phase II Investigation that is of the type listed in Part 2 of Exhibit 5.9 and that affects any Plant Site (an "Environmental Condition"), and shall provide Seller with copies of the relevant portion of the Phase I Investigation report or the Phase II Investigation report and any related supporting documentation in Buyer’s possession or control relating to any Environmental Conditions or alleged Environmental Condition. As to any Plant Site aff...
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. (a) Purchaser may conduct at its own expense environmental audits by an independent qualified environmental engineer or consultant (the "Environmental Consultant") of the Real Property during the Environmental Due Diligence Period. In the event Purchaser conducts a Phase I audit, Purchaser shall use its best efforts to commence such audit within seven (7) days from the date hereof.
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. 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 and the Documentation Agent shall be satisfied with the environmental condition of the real property owned or leased by the Borrower and its Subsidiaries.
