Environmental Examination Period Sample Clauses

Environmental Examination Period. (a) Commencing on the date hereof and ending May 9, 2014, at 6:00 p.m. Houston, Texas time (the “Environmental Examination Period”), Sellers shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Sellers shall use commercially reasonable efforts to obtain, provided that Sellers shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01, permit Buyer and/or its representatives, in a reasonable manner, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct a Phase I ESA of the Assets; provided, however, that Buyer shall provide Seller Representative with at least two (2) Business Days’ notice prior to conducting any on-site inspections in connection with each such Phase I ESA; and provided, further, that each such Phase I ESA shall be limited to a visual inspection of the Assets (although Buyer may move dirt or ground coverings at the surface location to obtain such a visual inspection, subject to the requirements of subsection (f) below), it being understood that no soil or water tests, other samplings or borings thereof may be conducted without the Seller Representative’s prior consent. (b) In the event that Buyer’s Phase I ESA identifies actual or potential “recognized environmental conditions” with respect to any Asset, then Buyer may request (any such request, a “Phase II Request”) in writing the Seller Representative’s permission to conduct additional Phase II environmental property assessments to further assess such conditions. Each Phase II Request will state with reasonable specificity (i) the actual or potential “recognized environmental conditions” identified and (ii) the proposed scope of the Phase II assessment, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities. The Seller Representative may, in its sole discretion, approve said Phase II environmental property assessment plan, in whole or in part, and Buyer shall not have the right to conduct any activities set forth in such plan until such time that the Seller Representative has approved such plan in writing. Any such approved Phase II environmental property assessment plan shall be conducted by a reputable environmental consulting or engineering firm. The Seller Representative shall have the right to (x) condition ...
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Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending May 24, 2013 at 5:00 p.m. Houston time (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01 hereof, permit Buyer and/or its representatives, in a reasonable manner, during regular business hours and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets, such inspections not to include any invasive samplings or testing of the Assets or the real property on which the Assets are located. If Buyer’s inspection reasonably indicates that invasive sampling or testing of the affected Asset is required, Buyer may conduct such sampling or testing; provided that Seller provides its prior written consent. If Seller does not provide its consent, at Buyer’s option, such affected Asset shall be excluded from the transactions contemplated by this Agreement and the Purchase Price shall be reduced by the Allocated Value (or portion thereof) of such Asset.
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Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending March 22, 2010 at 5:00 p.m. local time where the Assets are located (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01, permit Buyer and/or its representatives, in a reasonable manner, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets; provided however, that Buyer shall not conduct a Phase 2 environmental survey or collect or analyze samples of any media including soil or water without the prior written consent of Seller, which consent shall not be unreasonably withheld. In the event that Seller consents to and Buyer does conduct a Phase 2 environmental survey or testing of media, Seller reserves the right to collect split samples and have such samples analyzed at its own expense and all reports, analyses, test results, samples and other work product resulting from or relating to such Phase 2 survey shall be provided to Seller and shall be kept confidential and shall not be disclosed by Buyer to any other Person unless required by Law to be disclosed by Buyer, in which case Buyer shall notify Seller in writing reasonably in advance of any such disclosure.
Sample 1
Environmental Examination Period. Laredo and the Company shall have the right, or the right to cause their respective environmental consultant(s) (the “Environmental Consultant”), to conduct an environmental review of the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, prior to the expiration of the Examination Period (the “Environmental Review”); provided, however, that the environmental and physical examination, investigation and assessment of the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, may not, without the prior written consent of the Company or Laredo, as applicable, which may not be unreasonably withheld, include any soil or water tests or borings or other invasive tests or examinations with respect to the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, unless the other Party’s physical examination and assessment identifies any environmental condition, shows physical signs of contamination or evidences potential violations of Environmental Laws, in which case Laredo or the Company, as applicable, shall have the right to conduct such soil or water tests or borings as are reasonably recommended by the Environmental Consultant. The Company or Laredo, as applicable, shall make all of its records, employees, and physical assets available to the other Party and the Environmental Consultant for inspection and review, to allow the other Party to conduct a reasonable and appropriate environmental inquiry and due diligence investigation. The cost and expense of the Environmental Review, if any, shall be borne solely by the Party incurring such cost and expense. No Person, other than the Environmental Consultant and employees of Laredo or the Company, as applicable, may conduct the Environmental Review. The Company and Laredo shall have the right to have representatives thereof present to observe the Environmental Review conducted by the other Party. With respect to any samples taken in connection with the Environmental Review, the Company and Laredo shall be permitted to take split samples at their sole expense. Laredo and the Company agree to conduct their Environmental Review in a manner so as not to unduly interfere with the business operations of the other Party and in compliance wi...
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Environmental Examination Period. Provided that Seller timely provides access to the Properties, Records and other materials as contemplated in Section 7.1, the “Environmental Examination Period” will commence on the date of this Agreement and end at 5:00 P.M. CDT on August 22, 2011.
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Environmental Examination Period. Commencing on the date following the date upon which Buyer delivers to Seller the revised Exhibit C pursuant to Section 3.02 and ending on June 22, 2007 (the “Environmental Examination Period”), Seller shall, subject to third party operator and surface owner approval (which, upon Buyer’s request, Seller shall use its commercially reasonable effort to obtain but without any obligation to incur any cost or expense in connection therewith) and the provisions of 6.01 hereof, permit Buyer and its representatives, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets.
Sample 1
Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending at 5:00 p.m. Houston time on the date that is (i) with respect to Assets operated by the Company Entities, 10 days prior to Closing or (ii) with respect to Assets not operated by the Company Entities, 5 days prior to Closing (the “Environmental Examination Period”), the Company Entities shall, subject to Third Party operator and surface owner approval (which, upon the Partnership’s request, the Company Entities shall use commercially reasonable efforts to obtain) and the provisions of Section 7.01, permit the Partnership and/or its representatives, in a reasonable manner, at reasonable times and at the Partnership’s sole risk, liability, cost and expense, to conduct reasonable (1) non-invasive environmental inspections of the Assets or (2) subject to the Company Entities’ prior consent, other environmental inspections of the Assets; provided that (a) the Partnership shall provide the Company Entities with prior notice of any activities with respect to any such environmental inspections, and shall provide the Company Entities the opportunity to accompany the Partnership or its representatives in all such activities; (b) any contractor engaged to perform all or any portion of such environmental inspection shall execute and deliver to the Company Entities a confidentiality agreement with respect to such environmental inspection; and (c) in the event that the Partnership desires to perform an invasive inspection of a Property that is operated by a Third Party, the Company Entities shall reasonably cooperate with the Partnership in its efforts to obtain authorization to perform such inspections from such operator. The Partnership agrees to indemnify, hold harmless, and defend the Company Entities and Contributors from any and all Liabilities for personal injury or property damage incurred or suffered by any of the Company Entities or Contributors in connection with the Partnership’s performance of the environmental inspections, except to the extent attributable to the negligence, gross negligence or intentional act of the Company Entities or their employees, assignees, or invitees (other than the Partnership and its representatives).
Sample 1
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Environmental Examination Period. Commencing on the date hereof and ending on the date that is five business days prior to the Closing Date (the “Environmental Examination Period”), Seller shall, subject to third party operator approval (which, upon Buyer’s request, Seller shall use its commercially reasonable efforts to obtain but without any obligation to incur any cost or expense in connection therewith), permit Buyer and its representatives, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Interests.
Sample 1
Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending 45 days following signing at 5:00 p.m. Houston time (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01 hereof, permit Buyer and/or its representatives, in a reasonable manner, during regular business hours and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets, provided that such inspections shall not include the sampling or testing of any environmental media (air, soil, surface or ground water, or sediments) or the operation of any equipment on the Assets or the real property on which the Assets are located.
Sample 1

Related to Environmental Examination Period

  • 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.

  • SITE EXAMINATION Contractor has examined the Site and certifies that it accepts all measurements, specifications and conditions affecting the Work to be performed at the Site. By submitting its quote, Contractor warrants that it has made all Site examination(s) that it deems necessary as to the condition of the Site, its accessibility for materials, workers and utilities, and Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowance of time or money will be allowed as to any other undiscovered condition on the Site.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Environmental Audit If required by the Administrative Agent, reports and other information in form, scope and substance satisfactory to the Administrative Agent and prepared by environmental consultants satisfactory to the Administrative Agent, concerning any environmental hazards or liabilities to which any Credit Party may be subject with respect to such Additional Mortgaged Property; and

  • Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

  • Environmental Studies Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

  • Annual Physical Examination A permanent employee shall be granted up to one day per year with pay for the purpose of a comprehensive physical examination provided that the verification of such an examination is submitted to the District.

  • Environmental Events The Borrower will, and will cause BPI to, promptly give notice in writing to the Agent (i) upon Borrower’s or BPI’s obtaining knowledge of any material violation (as determined by the Borrower or BPI in the exercise of its reasonable discretion) of any Environmental Law regarding any Real Estate Asset or Borrower’s or BPI’s operations, (ii) upon Borrower’s or BPI’s obtaining knowledge of any known Release of any Hazardous Substance at, from, or into any Real Estate Asset which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could materially affect the value of such Real Estate Asset, (iii) upon Borrower’s or BPI’s receipt of any notice of material violation of any Environmental Laws or of any material Release of Hazardous Substances in violation of any Environmental Laws, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) Borrower’s or BPI’s or any other Person’s operation of any Real Estate Asset, (B) contamination on, from or into any Real Estate Asset, or (C) investigation or remediation of off-site locations at which Borrower or BPI or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Substances, or (iv) upon Borrower’s or BPI’s obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Substances with respect to which Borrower or BPI or any Partially-Owned Real Estate Entity may be liable or for which a lien may be imposed on any Real Estate Asset; any of which events described in clauses (i) through (iv) above would have a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole. As of the date hereof, the Borrower has notified the Agent of the matters referenced on Schedule 8.5(b), to the extent such matters are disclosed in the Form 10-K referred to therein.

  • Environmental Compliance (a) No Loan Party or Restricted Subsidiary (i) has failed to comply in all material respects with applicable Environmental Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or, to the knowledge of any Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party or Restricted Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Restricted Subsidiary would have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party or Restricted Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real property or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the knowledge of any Responsible Officer, no actions by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) No Loan Party or Restricted Subsidiary is undertaking, and no Loan Party or Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Environmental Site Assessment Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

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