Environmental Investigation. (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans.
(c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the c...
Environmental Investigation. (a) EQBK and its consultants, agents and representatives will have the right, to the same extent that RBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigations, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at any time on or prior to the date that is forty-five (45) days after the date of this Agreement. EQBK will notify RBI prior to any physical inspections of the Property, and RBI may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by EQBK, EQBK will (i) notify RBI of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such Secondary Investigation, and (ii) commence such Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. EQBK will give reasonable notice to RBI of such Secondary Investigations, and RBI may place reasonable time and place restrictions on such Secondary Investigations. After completing the Environmental Inspections and Secondary Investigation contemplated by this Agreement, EQBK shall remove the equipment and restore any part of the Property that was affected by its activities to a condition that is reasonably similar to the condition of the Property at the time immediately preceding the commencement of said activities.
(b) RBI agrees to make available to EQBK and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including the results of other Environmental Inspections and surveys. RBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with EQBK and will be entitled to certify the same in favor of EQBK and its consultants, agents and representatives and make all other data available to EQBK and its consultants, agents and representatives.
Environmental Investigation. (a) Centrue Financial may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB to provide at ICB’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Centrue Financial to determine if any ICB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB shall promptly obtain, at ICB’s expense, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial shall have no duty to act for the benefit of ICB, any ICB Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB as soon as practicable after such information becomes available to Centrue Financial.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial and ICB shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Fifty Thousand Dollars ($50,000), Centrue Financial may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Fifty Thousand Dollars ($50,000), such cost shall be taken into account when computing the Adjusted Shareholders’ Equity.
Environmental Investigation. The Borrowers or any of PLC’s Subsidiaries shall be the subject of any proceedings or investigation of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect.
Environmental Investigation. Pursuant to the terms described below, Purchaser shall commence, if it desires, and be permitted to conduct environmental assessments of: (a) any or all parcels of Company Real Property and Company-Leased Property; and (b) any real property acquired or leased by Company or any of the Company Subsidiaries after the date of this Plan of Merger (each of (a) and (b) an "Investigated Property"). As to each Investigated Property:
Environmental Investigation. If Buyer exercises its right pursuant to Subsection 5.01(b) to make an Environmental Investigation of the Assets, Buyer and its agents shall have the right, subject to compliance with the provisions of this Section, to enter upon the Assets and all structures and improvements thereon, inspect the same, conduct soil and water tests and borings, and conduct such other tests, examinations, investigations and studies as may be necessary or appropriate in Buyer's reasonable judgment for the preparation of appropriate engineering and other reports relating to the Assets, their condition, and the presence thereon of any Hazardous Substances. Buyer shall give Sellers at least two Business Days' notice prior to conducting any such test, which notice shall set forth with specificity the procedures to be used; and Sellers shall be entitled to be present during any such tests and shall be entitled to conduct their own tests, including tests using split samples. Buyer shall exercise all due diligence in safeguarding and maintaining as confidential all data or information acquired during its Environmental Investigation, and all such data and information shall be subject to the terms of the Confidentiality Agreement. If Buyer or its agents prepares any report documenting any Environmental Investigation, Buyer shall furnish copies thereof to Sellers, and Sellers shall exercise all due diligence in safeguarding and maintaining any such report as confidential. Buyer waives and releases all claims and demands against Sellers, their respective directors, officers, shareholders, employees and agents for injury to or death of persons or damage to property arising in any way from any Environmental Investigation, except to the extent such claims are caused by the negligence or willful misconduct of Sellers, or their directors, officers, shareholders, employees and agents in connection with such Environmental Investigation. Buyer and Sellers have executed a letter relating to any Environmental Investigation in the form of Exhibit A (the "COMMON UNDERTAKING LETTER"), the provisions of which shall survive the execution of this Agreement.
Environmental Investigation. (a) If any Phase I Report indicates the presence of any hazardous substance with respect to any Owned Real Estate, and such presence is a condition that requires remediation pursuant to appropriate governmental standards, then, at Purchaser's request made in writing to Seller within ten (10) days after the date of this Agreement, and at Purchaser's sole cost and expense, Seller shall arrange to cause a consultant approved by both Seller and Purchaser to conduct a Phase II environmental audit as to such hazardous substance and deliver to Seller and Purchaser the results of such audit within forty-five days after the request by Purchaser. If the Phase II audit report confirms that such presence requires remediation pursuant to appropriate governmental standards and if such presence, if not remediated, would materially adversely affect the business of the Branch situated upon the Owned Real Estate and Purchaser requests that Seller take remedial action with respect thereto, then Purchaser shall so notify Seller in writing promptly after receipt of the Phase II environmental audit report, whereupon Seller shall have the right to (i) terminate this Agreement as it relates to the Assets and Liabilities of the affected Branch, (ii) undertake remedial action as to such presence at its sole cost and expense so that no material continuing violation of any environmental law exists (provided, however, that the timing of any such remediation shall be coordinated with Purchaser to minimize any resulting business interruption), or (iii) agree to indemnify Purchaser for all actual costs and expenses incurred by Purchaser to remediate the Owned Real Estate as to such presence so that no material continuing violation of any environmental law exists.
(b) If Purchaser fails to request a Phase II environmental audit or to exercise its right to make a request that Seller remediate any Owned Real Estate in each case as and when required above, then Purchaser shall be bound to the terms of this Agreement without a right of termination except as provided in Article XI and without a further right to request or to require any Seller remediation or indemnification. Any termination by Seller under this Article X shall neither create nor result in any liability of the Seller to the Purchaser.
Environmental Investigation. Purchaser shall have the right to obtain a Phase I Environmental Evaluation and soils investigation by parties acceptable to Purchaser. The cost of such investigation shall be paid equally by Purchaser and Seller in the event that Purchaser desires to obtain environmental and/or soils investigation. Purchaser shall obtain such report(s) within thirty (30) days following the date of full execution of this Agreement and shall have thirty (30) days after receipt of such report(s) to terminate this Agreement if the report(s) reveals a condition affecting the property which is unacceptable to the Purchaser in the Purchaser's sole discretion. Purchaser shall make arrangements for such investigation.
Environmental Investigation. Old Kent shall be permitted to conduct an environmental assessment of each parcel of Grand Premier's Real Property and Premises and, at Old Kent's option, (a) to the extent permitted by the current owners thereof, any other real estate formerly owned by Grand Premier or any of its subsidiaries, and (b) any other real estate acquired by any of Grand Premier's subsidiaries in satisfaction of a debt previously contracted. As to each such property:
Environmental Investigation. Buyer shall have the right, at its sole cost and expense, to (i) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about the Facilities, and to conduct such other procedures as may be recommended by an environmental consultant engaged by Buyer based on its professional judgment, in a manner consistent with good engineering practice, (ii) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data, historical information and any other information or documents relevant to environmental conditions or environmental noncompliance and (iii) inspect all buildings and equipment at the Facilities including, without limitation, the visual inspection of the physical plants for asbestos-containing construction materials; provided that in each -------- case, such tests and inspections shall be conducted only (A) during regular business hours and upon reasonable notice and (B) in a manner that will not materially interfere with the operation of the business of the Companies and/or the use of, access to or egress from the Facilities. Shareholders shall make available such Personnel, attorneys and consultants of the Companies for such discussions regarding the environmental condition and compliance of the Facilities as the Buyer shall reasonably request.
