Common use of Environmental Due Diligence Clause in Contracts

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. During Seller hereby grants to Purchaser, and its counsel, accountants, consultants and other representatives, such access to its respective business facilities (whether owned, operated, or leased), personnel and records (including without limitation for purposes of conducting site inspections, asbestos surveys, or sampling and analyses of soil, groundwater or other media) as Purchaser may reasonably request, including for the Interim Period, Purchaser shall have purpose of conducting an investigation of the right (a) to perform an compliance of Seller and any of its Business Properties with applicable Environmental Site Assessment (“ESA”) Laws, and (b) to audit the operation exposure to, presence, release, or any aspect of management, handling, or use of Materials of Environmental Concern at any such facility ("ENVIRONMENTAL DUE DILIGENCE"). If the Closing under this Agreement does not occur, Seller shall cause, at its expense, (x) any investigation-derived waste generated or created in connection with performance of the Business for Environmental Due Diligence (including without limitation, drill cuttings, purged or developed water, or sample remnants) to be disposed in compliance with applicable Environmental Laws including completing Laws, and (y) any wells or borings installed during the Environmental Due Diligence to bx xxxgged and abandoned. Seller shall be responsible for executing on its own behalf any and all manifests, shipping documents, plugging and abandoning reports and similar documents in connection with its obligations hereunder, and Seller agrees to indemnify and hold Purchaser harmless from and against any and all claims, liabilities, damages and causes of action arising out of its failure to fulfill such testing obligations hereunder. Seller shall provide to Purchaser copies of all underground storage tank components(a) Permits, including(b) reports or results of all inspections, but not limited toaudits, underground storage tanksassessments, associated lines, pipes, spill containment devices and pumping equipment analytical data and (c) such other information as it deems necessary Purchaser may reasonably request in its sole discretion (“Environmental Compliance Testing”), at the Locations before the Closing; provided that possession or control of Seller regarding any of Seller's current or prior business facilities or operations and relating to (i) the ESA and compliance with applicable requirements of Environmental Compliance Testing conform to Schedule 7.3 and applicable ASTM standards, Laws or (ii) performance the exposure to, presence, release, or any aspect of the ESA and management, handling, or use of Materials of 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 ClosingConcern.

Environmental Due Diligence. During Seller hereby grants to Purchaser, and its counsel, accountants, consultants and other representatives, such access to its respective business facilities (whether owned, operated, or leased), personnel and records (including without limitation for purposes of conducting site inspections, asbestos surveys, or sampling and analyses of soil, groundwater or other media) as Purchaser may reasonably request, including for the Interim Period, Purchaser shall have purpose of conducting an investigation of the right (a) to perform an compliance of Seller and any of its Business Properties with applicable Environmental Site Assessment (“ESA”) Laws, and (b) to audit the operation exposure to, presence, release, or any aspect of management, handling, or use of Materials of Environmental Concern at any such facility ("ENVIRONMENTAL DUE DILIGENCE"). If the Closing under this Agreement does not occur, Seller shall cause, at its expense, (x) any investigation-derived waste generated or created in connection with performance of the Business for Environmental Due Diligence (including without limitation, drill cuttings, purged or developed water, or sample remnants) to be disposed in compliance with applicable Environmental Laws including completing Laws, and (y) any wells or borings installed during the Environmental Due Diligence to xx xlugged and abandoned. Seller shall be responsible for executing on its own behalf any and all manifests, shipping documents, plugging and abandoning reports and similar documents in connection with its obligations hereunder, and Seller agrees to indemnify and hold Purchaser harmless from and against any and all claims, liabilities, damages and causes of action arising out of its failure to fulfill such testing obligations hereunder. Seller shall provide to Purchaser copies of all underground storage tank components(a) Permits, including(b) reports or results of all inspections, but not limited toaudits, underground storage tanksassessments, associated lines, pipes, spill containment devices and pumping equipment analytical data and (c) such other information as it deems necessary Purchaser may reasonably request in its sole discretion (“Environmental Compliance Testing”), at the Locations before the Closing; provided that possession or control of Seller regarding any of Seller's current or prior business facilities or operations and relating to (i) the ESA and compliance with applicable requirements of Environmental Compliance Testing conform to Schedule 7.3 and applicable ASTM standards, Laws or (ii) performance the exposure to, presence, release, or any aspect of the ESA and management, handling, or use of Materials of 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 ClosingConcern.