Environmental Due Diligence Period Sample Clauses

Environmental Due Diligence Period. 1. Purchaser shall have a period of ten (10) calendar days from and after the Effective Date and expiring at 5:00 PM (Eastern (Standard) Time) (the “Environmental Due Diligence Period”) to conduct due diligence on the Premises specifically related to the Phase I investigation and ancillary environmental areas of concern. In the event, in the course of its investigation, the Purchaser wishes to cancel this Agreement as it relates to an environmental defect that has, in Purchaser’s sole judgment, an adverse effect on the Premises or the use of the Premises, then Purchaser shall have the right to terminate this Agreement prior to the expiration of the Environmental Due Diligence Period. Failure of the Purchaser to terminate the Agreement prior to expiration of the Environmental Due Diligence Period shall be deemed a full waiver of this contingency and Purchaser’s acknowledgement that it has chosen to proceed with the transaction. No environmental due diligence may be done by a Licensed Site Remediation Professional (LSRP). If the Purchaser’s environmental consultant identifies recognized areas of concern that require a Phase II investigation, Seller will have a right to review and approve the scope of work for such testing prior to Purchaser commencing the Phase II work and the right to receive copies of all sampling results.
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Environmental Due Diligence Period. Upon the date of execution of this Agreement and continuing for a period of sixty (60) days thereafter (the "Environmental Due Diligence Period"), the Buyer shall have the right, subject to the provisions of paragraph 7(b)(ii), to perform tests and soil borings, observe, measure or otherwise study or review the Premises or any part thereof for the purpose of conducting a Phase I environmental audit of the Premises, wetlands review, ground water monitoring and/or underground storage tank testing, if applicable ("Environmental Study(ies)"). Subject to the provisions of paragraph 7(b)(i) below, in the event the results of any Environmental Study result in environmental conditions which exceed allowable governmental standards, as certified to Seller by Buyer's environmental engineer ("Engineer's Certification") then and in that event Buyer may, prior to expiration of the Environmental Due Diligence Period, either: (i) terminate this Agreement by delivering the Engineer's Certification together with the Environmental Study and a notice of termination to the Seller and Escrow Agent ("Environmental Termination"), in which case, the Escrow Deposit and Additional Deposit shall be returned to the Buyer in accordance with the provisions of paragraph 4(a) of this Agreement and all rights and obligations with respect to performance by the Buyer and the Seller hereunder shall be null and void. Failure by the Buyer to deliver the Engineer's Certification, Environmental Study and Environmental Termination to Seller and the Escrow Agent prior to expiration of the Environmental Due Diligence Period, TIME BEING OF THE ESSENCE, shall be deemed a waiver of any right of termination that Buyer may have pursuant to this provision; or (ii) deliver to Seller and Escrow Agent, prior to expiration of the Environmental Due Diligence Period, the Engineer's Certification together with a copy of the Environmental Study and a written request of Seller to remediate the environmental condition to a level which is at or below allowable governmental standards ("Remediation Request"). Provided that Buyer has, delivered to Seller and the Escrow Agent, the Engineer's Certification together with the Environmental Study and the Remediation Request, as provided above, Seller shall have thirty (30) days to review and respond to Buyer's Remediation Request, provided that Seller shallduring the thirty (30) day period, act in a diligent manner in pursuing its own investigation in order to determine whe...
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Environmental Due Diligence Period. Buyer and Seller hereby acknowledge and agree that the Environmental Due Diligence Period with respect to the Branch Support Center began on September 11, 1998 and concluded on September 30, 1998.
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Related to Environmental Due Diligence Period

  • 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.

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

  • 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.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Environmental Report Lender shall have received an Environmental Report (not more than six months old) with respect to the Property that discloses no material environmental contingencies with respect to the Property.

  • Inspection Period Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.

  • 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.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

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