Environmental Investigation; Right to Terminate Agreement. (a) TCB and its consultants, agents and representatives will have the right, to the same extent that HBI 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. TCB will notify HBI prior to any physical inspections of the Property, and HBI 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 TCB, TCB will (i) notify HBI 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. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI may place reasonable time and place restrictions on such Secondary Investigations. (b) TCB will have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused to allow TCB to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBI; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement. (c) HBI agrees to make available to TCB 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. HBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB and will be entitled to certify the same in favor of TCB and its consultants, agents and representatives and make all other data available to TCB and its consultants, agents and representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. Interchange and its consultants, agents and representatives will representatives, at the sole cost and expense of Interchange, shall have the right, right to the same extent that HBI BVB has the right, if any, but not the obligation or responsibility, to inspect any Property, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil soil, water, asbestos, septic system and ground sampling (“"Environmental Inspections”") at any time on or prior to the date that is forty-five twenty (4520) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the Property, and HBI may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“"Secondary Investigation”") including, without limitation, test borings, soil, water water, septic system and other sampling is deemed desirable by TCBInterchange, TCB will Interchange shall (i) notify HBI BVB of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of Interchange, commence such the Secondary Investigation, on or prior to the date that is seventyforty-five (7545) days after the date of this Agreement. TCB will Interchange shall give reasonable notice to HBI BVB of such the Secondary InvestigationsInvestigation, and HBI BVB may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. Interchange shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any governmental authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by Interchange. Interchange shall make no such report prior to Closing unless required to do so by law, and in such case will give BVB reasonable notice of Interchange's intentions.
C. Interchange shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.26 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB Interchange because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused BVB refuses to allow TCB Interchange to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB Interchange reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI D. BVB agrees to make available to TCB Interchange and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including including, without limitation, the results of other Environmental Inspections environmental inspections and surveys. HBI BVB also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Interchange and will shall be entitled to certify the same in favor of TCB Interchange and its consultants, agents and representatives and make all other data available to TCB Interchange and its consultants, agents and representatives.
Appears in 2 contracts
Samples: Merger Agreement (Bridge View Bancorp), Merger Agreement (Interchange Financial Services Corp /Nj/)
Environmental Investigation; Right to Terminate Agreement. (a) TCB Purchaser and its consultants, agents and representatives will shall have the right, right to the same extent that HBI the Company or the Bank has the such right, if any, but not the obligation or responsibility, to inspect any Property, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“"Environmental Inspections”") at any time on or prior to April 15, 2000. Purchaser shall notify the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI Company prior to any physical inspections of the Property, and HBI the Company may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBPurchaser, TCB will Purchaser shall (i) notify HBI the Company of any Property for which it intends to conduct such a Secondary Investigation secondary investigation and the reasons for such Secondary Investigationsecondary investigation, and (ii) commence such Secondary Investigationsecondary investigation, on or prior to the date that is seventy-five (75) days after the date of this AgreementApril 30, 2000. TCB will Purchaser shall give reasonable notice to HBI the Company of such Secondary Investigationssecondary investigations, and HBI the Company may place reasonable time and place restrictions on such Secondary Investigations.
(b) TCB will secondary investigations. B. Purchaser shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 except for such matters set forth on Schedule 3.22, is not true and accurate in any all material respectrespects; (ii) the results of such Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey are disapproved by TCB Purchaser because the Environmental Inspectionenvironmental inspection, Secondary Investigation secondary investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI the Company or the Bank has refused to allow TCB Purchaser to conduct an Environmental Inspection or Secondary Investigation secondary investigation in a manner that TCB Purchaser reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require material remedial or cleanup action by HBIaction; (v) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some <PAGE> other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanupcleanup and the cost of cleanup would be material; or (vi) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Changerequire material expenditures to remove. On or prior to May 19, 2000, Purchaser shall advise the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI Company in writing as to whether TCB Purchaser intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental surveypursuant to this Subsection 5.17B (i) - (vi). HBI will The Company shall have the opportunity to correct any objected to violations or conditions or breaches of representations to TCB’s Purchaser's reasonable satisfaction prior to June 15, 2000. In the date event that is one hundred five (105) days after the date of this Agreement. If HBI Company fails to demonstrate its satisfactory correction of the violations or conditions to TCBPurchaser, TCB Purchaser may terminate this the Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI before June 15, 2000. C. The Company agrees to make available to TCB Purchaser and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including including, without limitation, the results of other Environmental Inspections environmental inspections and surveys. HBI The Company also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Purchaser and will shall be entitled to certify the same in favor of TCB Purchaser and its consultants, agents and representatives and make all other data available to TCB Purchaser and its consultants, agents and representatives. D. For purposes of this Section, the term "Property" or "Properties" shall have the same meaning given in Section 11.10.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bankshares Inc)
Environmental Investigation; Right to Terminate Agreement. (a) TCB and its consultants, agents and representatives will have the right, to the same extent that HBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, MID-COAST shall obtain Phase I environmental assessments for each owned bank facility 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 fortyeach non-five (45) days residential OREO property as soon as reasonably possible after the date execution of this Agreement. TCB will notify HBI prior to any physical inspections MID-COAST shall provide FVNB a copy of the Property, and HBI may place reasonable restrictions Phase I written report upon receipt of the written report by MID-COAST. MID-COAST shall obtain as soon as reasonably possible Phase II environmental assessments for properties identified by FVNB on the time basis of such inspectionsthe results of Phase I environmental assessments. If, MID-COAST shall provide FVNB a copy of the Phase II written report upon receipt of the written report by MID-COAST. As soon as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by TCB, TCB will (i) notify HBI 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 possible after the date execution of this Agreement. TCB will give reasonable notice , MID-COAST shall obtain a survey and assessment of all potential asbestos containing material in owned or leased properties (other than OREO property) and the written report of the results shall be delivered to HBI FVNB upon receipt of such Secondary Investigations, and HBI may place reasonable time and place restrictions on such Secondary Investigationsthe written report by MID-COAST.
(b) TCB will FVNB shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused to allow TCB to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present violations or potential violations of Environmental Laws or any event, condition or circumstance that would that, based on the estimates of the environmental professionals referred to in this Section 6.9, may currently or potentially would in the future require remedial or cleanup action by HBI; result in expenditures in connection with (v1) the Environmental Inspectionfines, Secondary Investigation penalties or other environmental survey identifies the presence damages, (2) investigation, remediation or monitoring of any underground Controlled Property (including without limitation eventual removal of asbestos-containing material), (3) preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Properties, or above ground storage tank in(4) any violations of applicable Environmental Laws, on which expenditures individually or under any Property in the aggregate may exceed $25,000; provided, however, that is not shown to the extent such expenditures are expected to be in compliance with all Environmental Laws applicable excess of $25,000, MID-COAST may elect to pay or agree to pay such excess expenditures, in which event (a) FVNB shall not have the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement pursuant to this paragraph (b) as a result of such expected expenditures being in accordance with Section 9.01 because TCB disapproves excess of $25,000, and (b) the Merger Consideration to be paid to the holders of the results of Shares pursuant to Article I hereof shall be reduced by the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.amount by which such expected expenditures exceed $25,000;
(c) HBI MID-COAST agrees to make available to TCB FVNB and its consultants, agents and representatives all documents and other material relating to environmental conditions of any the Property including including, without limitation, the results of all other Environmental Inspections environmental inspections and surveys. HBI MID-COAST also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB FVNB and will shall be entitled to certify the same in favor of TCB FVNB and its consultants, agents and representatives in such a manner which will entitle FVNB to rely upon such reports and make all other data available to TCB FVNB and its consultants, agents and representatives. FVNB shall keep confidential the reports, surveys and results relating to and of the Environmental Inspections, unless otherwise required by law. In the event this Agreement is terminated for any reason, FVNB shall repair and restore any and all damage to any Property, and shall indemnify, defend and hold harmless MID-COAST and its officers, directors, employees, shareholders, agents and representatives from any and all claims, losses, or liabilities for any damage to property or injury to persons, arising from or in connection with any inspection conducted pursuant to Sections 5.1(m) or 6.9(a) hereof.
Appears in 1 contract
Samples: Merger Agreement (FVNB Corp)
Environmental Investigation; Right to Terminate Agreement. (a) TCB FFIN and its consultants, agents and representatives will have the right, to the same extent that HBI FBC 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. TCB FFIN will notify HBI FBC prior to any physical inspections of the Property, and HBI FBC 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 TCBFFIN, TCB FFIN will (i) notify HBI FBC 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. TCB FFIN will give reasonable notice to HBI FBC of such Secondary Investigations, and HBI FBC may place reasonable time and place restrictions on such Secondary Investigations.
(b) TCB FFIN will have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB FFIN because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI FBC has refused to allow TCB FFIN to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB FFIN reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIFBC; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB FFIN will advise HBI FBC in writing as to whether TCB FFIN intends to terminate this Agreement in accordance with Section 9.01 because TCB FFIN disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI FBC will have the opportunity to correct any objected to violations or conditions to TCBFFIN’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI FBC fails to demonstrate its satisfactory correction of the violations or conditions to TCBFFIN, TCB FFIN may terminate this the Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI FBC agrees to make available to TCB FFIN 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. HBI FBC also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB FFIN and will be entitled to certify the same in favor of TCB FFIN and its consultants, agents and representatives and make all other data available to TCB FFIN and its consultants, agents and representatives.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB First State Bank and its consultants, agents and representatives will representatives, at the sole cost and expense of First State Bank, shall have the right, right to the same extent that HBI Colonial has the such right, if any, but not the obligation or responsibility, to inspect any Propertythe Real Estate, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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 AgreementFebruary 5, 2004. TCB will First State Bank shall notify HBI Colonial prior to any physical inspections of the PropertyReal Estate, and HBI may Colonial shall have the right to (i) approve such investigations and inspections (which approval shall not be unreasonably withheld) and (ii) place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBFirst State Bank, TCB will First State Bank shall (i) notify HBI of any Property for which Colonial that it intends to conduct such a Secondary Investigation secondary investigation and the reasons for such Secondary Investigationsecondary investigation, and (ii) at the sole cost and expense of First State Bank, commence such Secondary Investigationsecondary investigation, on or prior to the date that is seventy-five (75) days after the date of this AgreementFebruary 26, 2004. TCB will First State Bank shall give reasonable notice to HBI Colonial of such Secondary Investigationssecondary investigations, and HBI may Colonial shall have the right to (i) approve such secondary investigations and inspections (which approval shall not be unreasonably withheld) and (ii) place reasonable time and place restrictions on such Secondary Investigationssecondary investigations.
(b) TCB Colonial agrees to indemnify and hold harmless First State Bank for any claims for damage to property, or injury or death to persons, made as a result of any Environmental Inspection or secondary investigation conducted by First State Bank or its agents, which damage or injury is attributable to the negligent actions of Colonial or its agents. First State Bank agrees to indemnify and hold harmless Colonial for any claims for damage to property, or injury or death to persons, attributable to the negligent actions of First State Bank or its agents in performing any Environmental Inspection or secondary investigation except to the extent caused in whole or in part by the negligence of Colonial. First State Bank shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey shall not be made by First State Bank. First State Bank shall make no such report prior to Closing unless required to do so by law, and in such case will give Colonial reasonable notice of First State Bank's intentions.
(c) First State Bank shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 4.14 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey are in good faith disapproved by TCB First State Bank because the Environmental Inspectionenvironmental inspection, Secondary Investigation secondary investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI Colonial has refused to allow TCB First State Bank to conduct an Environmental Inspection or Secondary Investigation secondary investigation in a manner that TCB First State Bank reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require substantial remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property Real Estate that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this AgreementMarch 11, TCB will 2004, First State Bank shall advise HBI Colonial in writing as to whether TCB First State Bank intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of any of the results of the Environmental Inspectionmatters described in this Section 6.9(c), Secondary Investigation subparts (i), (ii), (iii), (iv), (v) or other environmental survey(vi) above. HBI will Colonial shall have the opportunity to correct any objected to violations or conditions to TCB’s First State Bank's reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI agrees to make available to TCB 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. HBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB and will be entitled to certify the same in favor of TCB and its consultants, agents and representatives and make all other data available to TCB and its consultants, agents and representatives.March 25,
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Colonial Trust Co /Az)
Environmental Investigation; Right to Terminate Agreement. (a) TCB The Company and its designated consultants, agents and representatives will shall have the right, right to the same extent that HBI FBHC has the such right, if any, but not the obligation or responsibility, at the Company's expense, to inspect any PropertyFBHC Real Property or Real Estate Owned, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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) [30 days after the date execution of this Agreement], 1998. TCB will The Company shall notify HBI FBHC prior to any physical inspections of the Propertyany such properties, and HBI FBHC may place reasonable restrictions on the time of such inspections. (If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBthe Company, TCB will the Company shall (i) notify HBI FBHC of any Property property for which it intends to conduct such a Secondary Investigation secondary investigation and the reasons for such Secondary Investigationsecondary investigation, and (ii) commence such Secondary Investigationsecondary investigation, on or prior to the date that is seventy-five (75) [60 days after the date execution of this Agreement], 1998. TCB will All secondary investigations must be approved in advance by FBHC. The Company shall give reasonable notice to HBI FBHC of such Secondary Investigationssecondary investigations, and HBI FBHC may place reasonable time and place restrictions on such Secondary Investigationssecondary investigations.
(b) TCB FBHC agrees to indemnify and hold harmless the Company for any claims for damage to property, or injury or death to persons, made as a result of any Environmental Inspection or secondary investigation conducted by the Company or its agents, which damage or injury is attributable solely to the negligent actions or negligent omissions of FBHC or its agents. The Company agrees to indemnify and hold harmless FBHC for any claims for damage to property, or injury or death to persons, attributable solely to the negligent actions or omissions of the Company or its agents in performing any Environmental Inspection or secondary investigation except to the extent caused in whole or in part by the negligence of FBHC. In addition, the Company shall, after any physical testing, restore such tested property to its original condition at the Company's sole cost and expense. The Company shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey shall be made by FBHC and not by the Company. The Company shall make no such report prior to the Closing unless required to do so by law, and in such case will give FBHC reasonable notice of the Company's intentions.
(c) The Company shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI FBHC has refused to allow TCB the Company to conduct an Environmental Inspection or Secondary Investigation secondary investigation in a manner that TCB the Company reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBI; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI agrees to make available to TCB 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. HBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB and will be entitled to certify the same in favor of TCB and its consultants, agents and representatives and make all other data available to TCB and its consultants, agents and representatives.or
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. Independent and its consultants, agents and representatives will shall have the right, right to the same extent that HBI Azle or the Bank has the such right, if any, but not the obligation or responsibility, to inspect any Property, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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 AgreementJuly 23, 1998. TCB will Independent shall notify HBI Azle prior to any physical inspections of the Property, and HBI Azle may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBIndependent, TCB will Independent shall (i) notify HBI Azle of any Property for which it intends to conduct such a Secondary Investigation secondary investigation and the reasons for such Secondary Investigationsecondary investigation, and (ii) commence such Secondary Investigationsecondary investigation, on or prior to the date that is seventy-five (75) days after the date of this AgreementAugust 10, 1998. TCB will Independent shall give reasonable notice to HBI Azle of such Secondary Investigationssecondary investigations, and HBI Azle may place reasonable time and place restrictions on such Secondary Investigationssecondary investigations.
(b) TCB will B. Independent shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.21 is not true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey are disapproved by TCB Independent because the Environmental Inspectionenvironmental inspection, Secondary Investigation secondary investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI Azle or the Bank has refused to allow TCB Independent to conduct an Environmental Inspection or Secondary Investigation secondary investigation in a manner that TCB Independent reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this AgreementAugust 31, TCB will 1998, Independent shall advise HBI Azle in writing as to whether TCB Independent intends to terminate this Agreement in accordance with Section 9.01 because TCB Independent disapproves of the results of the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey. HBI will Azle shall have the opportunity to correct any objected to violations or conditions to TCB’s Independent's reasonable satisfaction prior to September 15, 1998. In the date event that is one hundred five (105) days after the date of this Agreement. If HBI Azle fails to demonstrate its satisfactory correction of the violations or conditions to TCBIndependent, TCB Independent may terminate this the Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreementbefore September 30, 1998.
(c) HBI C. Azle agrees to make available to TCB Independent and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including including, without limitation, the results of other Environmental Inspections environmental inspections and surveys. HBI Azle also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Independent and will shall be entitled to certify the same in favor of TCB Independent and its consultants, agents and representatives and make all other data available to TCB Independent and its consultants, agents and representatives.
D. For purposes of this Section, the term "Property" or "Properties" shall have the same meaning given in Section 3.21(E).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bankshares Inc)
Environmental Investigation; Right to Terminate Agreement. (a) TCB FFIN and its consultants, agents and representatives will have the right, to the same extent that HBI the Bank 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) 45 days after the date of this Agreement. TCB Any Environmental Inspections will be at FFIN’s expense, and any findings or results of any Environmental Inspections will not be disclosed to any individual or entity, other than FFIN or the Bank, unless FFIN is required by law to disclose such information. FFIN will notify HBI OSB prior to any physical inspections of the Property, and HBI OSB 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 TCBFFIN, TCB FFIN will (i) notify HBI OSB 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) 60 days after the date of this Agreement. TCB FFIN will give reasonable notice to HBI OSB of such Secondary Investigations, and HBI OSB may place reasonable time and place restrictions on such Secondary Investigations.
(b) TCB FFIN will have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB FFIN because the Environmental Inspectionenvironmental inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI OSB has refused to allow TCB FFIN to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB FFIN reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIOSB that would result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanup, which, if OSB were to take cleanup or remedial action to correct same, would result in a Material Adverse Change; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) 90 days after the date of this Agreement, TCB FFIN will advise HBI OSB in writing as to whether TCB FFIN intends to terminate this Agreement in accordance with Section 9.01 because TCB FFIN disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI OSB will have the opportunity to correct any objected to violations or conditions to TCBFFIN’s reasonable satisfaction prior to the date that is one hundred five (105) 75 days after the date of this Agreement. If HBI OSB fails to demonstrate its satisfactory correction of the violations or conditions to TCBFFIN, TCB FFIN may terminate this the Agreement on or prior to the date that is one hundred five (105) 90 days after the date of this Agreement.
(c) HBI OSB agrees to make available to TCB FFIN 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 environmental inspections and surveys. HBI OSB also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB FFIN and will be entitled to certify the same in favor of TCB FFIN and its consultants, agents and representatives and make all other data available to TCB FFIN and its consultants, agents and representatives.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB Compass and its consultants, agents and representatives will representatives, shall have the right, right to the same extent that HBI has the Company and its Subsidiaries have such right, if any, but not the obligation or responsibility, to inspect any Controlled Property, including upon reasonable advance notice, including, without limitation, for the purpose of conducting asbestos surveys and sampling, and other environmental assessments and investigationsinvestigations ("Environmental Inspections"). Compass' right to conduct Environmental Inspections shall include the right to sample and analyze air, and other environmental surveys and analyses including sediment, soil and ground sampling (“groundwater of any Controlled Property to the same extent that the Company or its Subsidiaries have such right. Compass may conduct such Environmental Inspections”) Inspections at any time on or prior subject to Section 6.10(d) below.
(b) Using an approach and scope which is equivalent to the date that is forty-five (45) days after written environmental policies of Compass, a copy of which has been delivered to the Company, the Company and its Subsidiaries shall cause to be performed, and subsequently evaluate the results of, an environmental investigation of any Property acquired, leased, foreclosed, managed or controlled by the Company or its Subsidiaries, or in which the Company or its Subsidiaries acquires a security interest, in each case between the date of this Agreement. TCB will notify HBI prior to any physical inspections of hereof and the PropertyClosing Date, and HBI the scope and results of which shall be acceptable to Compass in its sole reasonable discretion. The Company shall not be required to conform its commitment language to customers to the commitment language used by Compass, subject to the Company's compliance with the foregoing sentence.
(c) Compass shall notify the Company of any Environmental Inspections of Controlled Property which it intends to conduct, and the Company may place reasonable restrictions on the time of such inspections. If, as a result Upon Compass' notification to the Company of any such Environmental Inspection, further investigation (“Secondary Investigation”) including, test borings, soil, water and other sampling is deemed desirable by TCB, TCB will (i) notify HBI of any the Controlled Property for upon which it intends to conduct such a Secondary Investigation physical inspections, the Company and its Subsidiaries shall notify the reasons owner of such Controlled Property and use their reasonable best efforts to secure access to such Controlled Property for such Secondary Investigation, and (ii) commence such Secondary Investigation, Compass. Compass shall notify the Company on or prior to January 15, 2000 of any Controlled Properties that, in the date that is seventy-five sole discretion of Compass, are not acceptable and require further assessment, remediation, correction, or monitoring (75) "Environmental Response"). Compass shall order Phase I environmental reports within 15 days after of the date execution of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI may place reasonable time and place restrictions on such Secondary Investigations.
(b1) TCB will With respect to any Controlled Property that Compass has notified the Company is not acceptable and requires Environmental Response, the Company shall promptly prepare a remediation plan acceptable to Compass, and use best efforts to obtain approval of such remediation plan by the Colorado Department of Public Health and Environment or any other appropriate governmental authority ("Environmental Regulatory Authority"), if approval is necessary, and implement the same on or prior to Closing.
(2) Notwithstanding the foregoing, and without limiting any rights of Compass to terminate this Agreement, the Company shall not be obligated to incur aggregate expenditures in excess of $500,000 in connection with Environmental Response, preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Properties (the "Aggregate Environmental Expense Limit"); provided, however, that the determination of the Aggregate Environmental Expense Limit shall include the aggregate expenses in connection with Environmental Response and preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Property (as defined under the Ancillary Agreements as defined herein), under this Agreement and the Ancillary Agreements.
(e) Each party hereto agrees to indemnify and hold harmless the other party for any claims for damage to the Controlled Property or injury or death to persons in connection with any Environmental Inspection of the Controlled Property to the extent such damage, injury or death is directly attributable to the negligent actions or negligent omissions of such indemnifying party. Compass shall have no liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection. If this Agreement is terminated, then except as otherwise required by law, Compass shall have no obligation to make any reports to any governmental authority of the results of any Environmental Inspection, but such reporting shall remain the responsibility of and within the discretion of the Company. Compass shall have no liability to the Company or its Subsidiaries for making any report of such results to any governmental authority.
(f) Compass shall have the right to terminate this Agreement if in the following circumstances:
(i) the factual substance of any warranty or representation warranties set forth in Section 3.19 3.23 is not true and accurate in any material respect; irrespective of the knowledge or lack of knowledge of the Company, and losses, damages, Environmental Response costs, liabilities (INCLUDING WITHOUT LIMITATION STRICT LIABILITIES), fines, penalties, costs and expenses which might arise therefrom could reasonably be expected to exceed the Aggregate Environmental Expense Limit;
(ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because if the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused to allow TCB to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would that, based on the reasonable estimates of the environmental professionals referred to in this Section 6.10, may currently or potentially would in the future require remedial expenditures by the Company or cleanup action by HBI; its Subsidiaries, in connection with (v1) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence Response of any underground or above ground storage tank in, on or under any Controlled Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release (including without limitation eventual removal of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material inmaterial), on (2) preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Properties, or under (3) any Propertyviolations of applicable Environmental Laws, which expenditures individually or in the removal aggregate may exceed the Aggregate Environmental Expense Limit;
(iii) Compass is not permitted to conduct an Environmental Inspection of which would result in a Material Adverse Change. On or prior to the date any currently Controlled Property and Property that is ninety (90) days becomes Controlled Property after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior hereof to the date that is one hundred five extent it deems appropriate, consistent with the provisions of Section 6.10(a);
(105iv) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior before Closing, for each Controlled Property identified by Compass as unacceptable and requiring Environmental Response, the Company does not deliver to Compass written evidence acceptable to Compass that the date that is one hundred five (105) days after Company has used best efforts to develop a remediation plan approved by the date of this Agreementapplicable Environmental Regulatory Authority, and implemented the same.
(cg) HBI The Company agrees to make available to TCB Compass and its consultants, agents and representatives all documents and other material relating to environmental conditions of any the Property including in its possession including, without limitation, the results of all other Environmental Inspections environmental inspections and surveys. HBI The Company also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Compass and will shall be entitled to certify the same in favor of TCB Compass and its consultants, agents and representatives in such a manner which will entitle Compass to rely upon such reports and make all other data available to TCB Compass and its consultants, agents and representatives. At the written request of the Company, Compass agrees to provide the Company with a copy of all environmental reports prepared by its consultants as a result of the Environmental Inspections.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB Buyer and its consultants, agents and representatives will representatives, at the sole cost and expense of Buyer, shall have the right, right to the same extent that HBI Target has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). Buyer shall notify Target in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI Target may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBBuyer, TCB will Buyer shall (i) notify HBI Target in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of Buyer, commence such the Secondary Investigation. Buyer shall give reasonable written notice to Target of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI Target may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB Buyer shall make available to Target the results and reports of such Environmental Inspections and Secondary Investigations promptly after Buyer receives or is advised of such results. Buyer shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by Law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by Buyer. Buyer shall make no such report before Closing unless required to do so by applicable Law, and in such case will give Target reasonable written notice of Buyer’s intentions.
(c) Buyer shall have the right to terminate this Agreement if if, with respect to the Properties (as defined in Section 11.11) only, (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such an Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by TCB Buyer because the such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI Target has refused to allow TCB Buyer to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB Buyer reasonably considers necessary; (iv) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a remedial or cleanup action by HBIcosting in excess of $25,000 or result in a Material Adverse Change to Target or Target Bank; (v) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the Execution Date or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse ChangeChange to Target or Target Bank. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will Buyer shall advise HBI Target in writing (the “Environmental Notice”) as to whether TCB Buyer intends to terminate this Agreement in accordance with Section 9.01 because TCB Buyer disapproves of the results of the Environmental InspectionInspection or Secondary Inspection in respect of the Properties. Upon receipt of the Environmental Notice, Secondary Investigation or other environmental survey. HBI will Target shall have the opportunity to correct any objected to violations or conditions to TCBBuyer’s reasonable satisfaction prior to the date that is one hundred five within thirty (10530) days after the date of this Agreementthe Environmental Notice. If HBI Target fails to demonstrate its satisfactory correction of the violations or conditions to TCBthe reasonable satisfaction of Buyer, TCB Buyer may terminate this the Agreement on or prior to the date that is one hundred five thirty-first (10531st) days day after the date of this Agreementthe Environmental Notice.
(cd) HBI Target agrees to make available to TCB Buyer 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 environmental inspections and surveys. HBI Target also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Buyer and will shall be entitled to certify the same in favor of TCB Buyer and its consultants, agents and representatives and make all other data available to TCB Buyer and its consultants, agents and representatives.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB IBC and its consultants, agents and representatives will representatives, shall have the right, at IBC's expense, to the same extent that HBI has University and the Bank have such right, if any, but not the obligation or responsibility, to inspect any Property, including including, without limitation, for the purpose of conducting asbestos surveys and sampling, and other environmental assessments and investigationsinvestigations ("Environmental Inspections"). IBC's right to conduct Environmental Inspections shall include the right to sample and analyze air, and other environmental surveys and analyses including sediment, soil and ground sampling (“groundwater of any Property to the same extent that University or the Bank have such right. IBC may conduct such Environmental Inspections”) Inspections at any time on subject to Section 6.9(d) below.
(b) University and the Bank shall cause to be performed by an environmental consulting firm acceptable to IBC an environmental investigation of any Property acquired, leased, foreclosed, managed or prior to controlled by University or the Bank between the date that is forty-five hereof and the Closing Date, the scope and results of which shall be acceptable to IBC in its sole discretion.
(45c) days after University and the Bank shall cause to be performed by an environmental consulting firm acceptable to IBC a Phase I and, if indicated thereby, a Phase II environmental investigation of any commercial or agricultural Property in which University or the Bank acquires a security interest between the date hereof and the Closing Date in accordance with the Bank's existing policies and procedures, the results of this Agreement. TCB will which investigations(s) shall be acceptable to IBC.
(d) IBC shall notify HBI prior to University of any physical inspections of the PropertyProperty which it intends to conduct, and HBI University may place reasonable restrictions on the time of such inspections. Upon IBC's notification to University of the Property upon which it intends to conduct such physical inspections, University and the Bank shall notify the owner of such Property and use their best efforts to secure access to such Property for IBC. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBIBC, TCB will (i) IBC shall notify HBI University of any Property for the Properties on which it intends to conduct such a Secondary Investigation and the reasons for such Secondary Investigation, and (ii) commence such Secondary Investigation, secondary investigation on or prior to the date that is seventy-five (75) days 52nd day after the date hereof. University and the Bank will provide notification to owners of this AgreementProperty on which IBC intends to conduct secondary investigations and will use their commercially reasonable efforts to secure access to such property for IBC. TCB will give reasonable notice IBC shall notify University of any Properties that, in the sole discretion of IBC, are not acceptable and require remediation on or prior to HBI of such Secondary Investigations, and HBI may place reasonable time and place restrictions on such Secondary Investigationsthe 45th day after the date hereof.
(be) TCB will Each party hereto agrees to indemnify and hold harmless the other parties for any claims for damage to the Property or injury or death to persons in connection with any Environmental Inspection or secondary investigation of the Property to the extent such damage, injury or death is directly attributable to the negligent actions or negligent omissions of such indemnifying party. IBC shall have no liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, IBC shall have no obligation to make any reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey, but such reporting shall remain the responsibility of and within the discretion of University. IBC shall have no liability to University or the Bank for making any report of such results to any governmental authority. If the Merger is not consummated other than as a result of any breach of any provision of this Agreement by University and/or the Shareholders, or either of them, IBC shall reimburse University and the Bank for all reasonable costs and expenses incurred as a result of any Environmental Inspection conducted at IBC's request.
(f) IBC shall have the right to terminate this Agreement if in any of the following circumstances:
(i) the factual substance of any warranty or representation warranties set forth in Section 3.19 3.23 is not true and accurate in any all material respect; respects irrespective of the knowledge or lack of knowledge of University or the Shareholders;
(ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused to allow TCB to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present violations or potential violations of Environmental Laws or any event, condition or circumstance that would that, based on the estimates of the environmental professionals referred to in this Section 6.9, may currently or potentially would in the future require remedial or cleanup action by HBI; result in expenditures in connection with (v1) the Environmental Inspectionfines, Secondary Investigation penalties or other environmental survey identifies the presence damages, (2) investigation, remediation or monitoring of any underground Controlled Property (including without limitation eventual removal of asbestos-containing material), (3) preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Properties, or above ground storage tank in(4) any violations of applicable Environmental Laws, on which expenditures individually or under any Property in the aggregate may exceed $100,000; provided, however, that is not shown to the extent such expenditures are expected to be in compliance with all Environmental Laws applicable excess of $100,000, University may elect to pay or agree to pay (or to cause the tank either now Bank to pay or at a future time certainagree to pay) such excess expenditures, or that has had a release of petroleum or some other Hazardous Material that has in which event (a) IBC shall not been cleaned up to have the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement pursuant to this paragraph (iii) as a result of such expected expenditures being in accordance with excess of $100,000, and (b) the Merger Consideration to be paid to the Shareholders pursuant to Article I hereof shall be reduced by the amount by which such expected expenditures exceed $100,000; or
(iii) IBC is not permitted to conduct an Environmental Inspection or secondary investigation of any Property to the extent it deems appropriate. In the event IBC terminates this Agreement pursuant solely to this Section 9.01 because TCB disapproves 6.9(f), neither University nor either of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will Shareholders shall have the opportunity any liability to correct any objected IBC pursuant to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(cg) HBI University agrees to make available to TCB IBC and its consultants, agents and representatives all documents and other material relating to environmental conditions of any the Property including including, without limitation, the results of all other Environmental Inspections environmental inspections and surveys. HBI University also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBC and will shall be entitled to certify the same in favor of TCB IBC and its consultants, agents and representatives in such a manner which will entitle IBC to rely upon such reports and make all other data available to TCB IBC and its consultants, agents and representatives. At the written request of University, IBC agrees to provide University with a copy of all environmental reports prepared by its consultants as a result of the Environmental Inspections. IBC shall keep confidential the reports, surveys and results relating to and of the Environmental Inspections, unless otherwise required by law.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. IBG and its consultants, agents and representatives will representatives, at the sole cost and expense of IBG, shall have the right, right to the same extent that HBI CGI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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). TCB will IBG shall notify HBI CGI in writing prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI CGI may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBIBG, TCB will IBG shall (i) notify HBI CGI in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of IBG, commence such the Secondary Investigation. IBG shall give reasonable written notice to CGI of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI CGI may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. IBG shall make available to CGI the results and reports of such Environmental Inspections and Secondary Investigations promptly after IBG receives or is advised of such results. IBG shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by IBG. IBG shall make no such report prior to Closing unless required to do so by applicable law, and in such case will give CGI reasonable written notice of IBG’s intentions.
C. IBG shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB IBG because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI CGI has refused to allow TCB IBG to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB IBG reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a material remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the date of this Agreement or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will IBG shall advise HBI CGI in writing (the “Environmental Notice”) as to whether TCB IBG intends to terminate this Agreement in accordance with Section 9.01 because TCB IBG disapproves of the results of the Environmental Inspection, Secondary Investigation Inspection or other environmental survey. HBI will Upon receipt of the Environmental Notice, CGI shall have the opportunity to correct any objected to violations or conditions to TCBIBG’s reasonable satisfaction prior to the date that is one hundred five (105) within 30 days after the date of this Agreementthe Environmental Notice. If HBI In the event that CGI fails to demonstrate its satisfactory correction of the violations or conditions to TCBIBG, TCB IBG may terminate this the Agreement on or prior to the date that is one hundred five (105) days after 31st day following the date of this Agreementthe Environmental Notice.
(c) HBI D. CGI agrees to make available to TCB IBG 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 environmental inspections and surveys. HBI CGI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBG and will shall be entitled to certify the same in favor of TCB IBG and its consultants, agents and representatives and make all other data available to TCB IBG and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group Inc)
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. IBG and its consultants, agents and representatives will representatives, at the sole cost and expense of IBG, shall have the right, right to the same extent that HBI CBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). IBG shall notify CBI in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI CBI may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBIBG, TCB will IBG shall (i) notify HBI CBI in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of IBG, commence such the Secondary Investigation. IBG shall give reasonable written notice to CBI of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI CBI may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. IBG shall make available to CBI the results and reports of such Environmental Inspections and Secondary Investigations promptly after IBG receives or is advised of such results. IBG shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by IBG. IBG shall make no such report before Closing unless required to do so by applicable law, and in such case will give CBI reasonable written notice of IBG’s intentions.
C. IBG shall have the right to terminate this Agreement if by providing written notice to CBI within ninety (90) days following the date of this Agreement if, with respect to the Properties (as defined in Section 11.10) only, (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such an Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by TCB IBG because the such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI CBI has refused to allow TCB IBG to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB IBG reasonably considers necessary; (iv) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a remedial or cleanup action by HBIcosting in excess of $250,000 or result in a Material Adverse Change to CBI or any CBI Subsidiary; (v) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the date of this Agreement or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will IBG shall advise HBI CBI in writing (the “Environmental Notice”) as to whether TCB IBG intends to terminate this Agreement in accordance with Section 9.01 because TCB IBG disapproves of the results of the Environmental InspectionInspection or Secondary Inspection in respect of the Properties. Upon receipt of the Environmental Notice, Secondary Investigation or other environmental survey. HBI will CBI shall have the opportunity to correct any objected to violations or conditions to TCBIBG’s reasonable satisfaction prior to the date that is one hundred five (105) within 30 days after the date of this Agreementthe Environmental Notice. If HBI CBI fails to demonstrate its satisfactory correction of the violations or conditions to TCBthe reasonable satisfaction of IBG, TCB IBG may terminate this the Agreement on or prior to the date that is one hundred five (105) days 31st day after the date of this Agreementthe Environmental Notice.
(c) HBI D. CBI agrees to make available to TCB IBG 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 environmental inspections and surveys. HBI CBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBG and will shall be entitled to certify the same in favor of TCB IBG and its consultants, agents and representatives and make all other data available to TCB IBG and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. SWS and its consultants, agents and representatives will representatives, at the sole cost and expense of SWS, shall have the right, right to the same extent that HBI has the ASBI Companies have such right, if any, but not the obligation or responsibility, to inspect any Property, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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 AgreementAugust 31, 1999. TCB will SWS shall notify HBI ASBI prior to any physical inspections of the Property, and HBI ASBI may place reasonable restrictions on the time of such inspections. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBSWS, TCB will SWS shall (i) notify HBI ASBI of any Property for which it intends to conduct such a Secondary Investigation secondary investigation and the reasons for such Secondary Investigationsecondary investigation, and (ii) at the sole cost and expense of SWS, commence such Secondary Investigationsecondary investigation, on or prior to the date that is seventy-five (75) days after the date of this AgreementSeptember 30, 1999. TCB will SWS shall give reasonable notice to HBI ASBI of such Secondary Investigationssecondary investigations, and HBI ASBI may place reasonable time and place restrictions on such Secondary Investigationssecondary investigations.
(b) TCB B. ASBI agrees to indemnify and hold harmless SWS for any claims for damage to property, or injury or death to persons, made as a result of any Environmental Inspection or secondary investigation conducted by SWS or its agents, which damage or injury is attributable to the negligent actions of the ASBI Companies or their agents. SWS agrees to indemnify and hold harmless ASBI for any claims for damage to property, or injury or death to persons, attributable to the negligent actions of SWS or its agents in performing any Environmental Inspection or secondary investigation except to the extent caused in whole or in part by the negligence of the ASBI Companies. SWS shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey shall not be made by SWS. SWS shall make no such report prior to Closing unless required to do so by law, and in such case will give ASBI reasonable notice of SWS's intentions.
C. SWS shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey are disapproved by TCB SWS because the Environmental Inspectionenvironmental inspection, Secondary Investigation secondary investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has the ASBI Companies have refused to allow TCB SWS to conduct an Environmental Inspection or Secondary Investigation secondary investigation in a manner that TCB SWS reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity governmental authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this AgreementOctober 31, TCB will 1999, SWS shall advise HBI ASBI in writing as to whether TCB SWS intends to terminate this Agreement in accordance with Section 9.01 because TCB SWS disapproves of the results of the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey. HBI will ASBI shall have the opportunity to correct any objected to violations or conditions to TCB’s SWS's reasonable satisfaction prior to November 30, 1999. In the date event that is one hundred five (105) days after the date of this Agreement. If HBI ASBI fails to demonstrate its satisfactory correction of the violations or conditions to TCBSWS, TCB SWS may terminate this the Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreementbefore December 15, 1999.
(c) HBI D. ASBI agrees to make available to TCB SWS and its consultants, agents and representatives all documents and other material relating to environmental conditions of any Property including including, without limitation, the results of other Environmental Inspections environmental inspections and surveys. HBI ASBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB SWS and will shall be entitled to certify the same in favor of TCB SWS and its consultants, agents and representatives and make all other data available to TCB SWS and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Southwest Securities Group Inc)
Environmental Investigation; Right to Terminate Agreement. (a) TCB VHI and its consultants, agents and representatives will representatives, at the sole cost and expense of VHI, shall have the right, right to the same extent that HBI IBT has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). VHI shall notify IBT in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI IBT may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBVHI, TCB will VHI shall (i) notify HBI IBT in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of VHI, commence such the Secondary Investigation. VHI shall give reasonable written notice to IBT of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI IBT may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB VHI shall make available to IBT the results and reports of such Environmental Inspections and Secondary Investigations promptly after VHI receives or is advised of such results. VHI shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by Law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by VHI. VHI shall make no such report before Closing unless required to do so by applicable Law, and in such case will give IBT reasonable written notice of VHI’s intentions.
(c) VHI shall have the right to terminate this Agreement if if, with respect to the Branch Locations (as defined in Section 11.10) only, (i) the factual substance of any warranty or representation set forth in Section 3.19 is not materially true and accurate in any material respectaccurate; (ii) the results of such an Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by TCB VHI because the such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI IBT has refused to allow TCB VHI to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB VHI reasonably considers necessary; (iv) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a remedial or cleanup action by HBIcosting in excess of $25,000 or result in a Material Adverse Change to IBT or Independent Bank; (v) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the Execution Date or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse ChangeChange to IBT or Independent Bank. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will VHI shall advise HBI IBT in writing (the “Environmental Notice”) as to whether TCB VHI intends to terminate this Agreement in accordance with Section 9.01 because TCB VHI disapproves of the results of the Environmental InspectionInspection or Secondary Inspection in respect of the Branch Locations. Upon receipt of the Environmental Notice, Secondary Investigation or other environmental survey. HBI will IBT shall have the opportunity to correct any objected to violations or conditions to TCBVHI’s reasonable satisfaction prior to the date that is one hundred five within thirty (10530) days after the date of this Agreementthe Environmental Notice. If HBI IBT fails to demonstrate its satisfactory correction of the violations or conditions to TCBthe reasonable satisfaction of VHI, TCB VHI may terminate this the Agreement on or prior to the date that is one hundred five thirty-first (10531st) days day after the date of this Agreementthe Environmental Notice.
(cd) HBI IBT agrees to make available to TCB VHI 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 environmental inspections and surveys. HBI IBT also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB VHI and will shall be entitled to certify the same in favor of TCB VHI and its consultants, agents and representatives and make all other data available to TCB VHI and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
Environmental Investigation; Right to Terminate Agreement. (a) TCB Compass and its consultants, agents and representatives will representatives, shall have the right, right at Compass' sole cost and expense to the same extent that HBI the Bank has the such right, if any, but not the obligation or responsibility, to inspect any PropertyProperty acquired, including leased, foreclosed, managed or controlled by the Bank after the date hereof and any Property in which the Bank acquires a security interest after the date hereof, including, without limitation, for the purpose of conducting asbestos surveys and sampling, and other environmental assessments and investigationsinvestigations ("Environmental Inspections"). Compass' right to conduct Environmental Inspections shall include the right to sample and analyze air, and other environmental surveys and analyses including sediment, soil and ground sampling (“groundwater of any Property to the same extent that the Bank has such right. Compass may conduct such Environmental Inspections”) Inspections at any time on subject to Section 6.9(d) below.
(b) The Bank shall cause to be performed by an environmental consulting firm acceptable to Compass an environmental investigation of any Property acquired, leased, foreclosed, managed or prior controlled by the Bank between the date hereof and the Closing Date, the scope and results of which shall be acceptable to Compass in its sole discretion.
(c) The Bank shall cause to be performed by an environmental consulting firm acceptable to Compass an environmental investigation of any Property in which the Bank acquires a security interest between the date hereof and the Closing Date, the scope and results of which shall be equivalent to the date that is forty-five policies of Compass with respect to acquiring security interests on real or personal property and the adherence to such policy by the Bank shall be determined by Compass in its sole discretion.
(45d) days after Compass shall provide written notice to the date Bank of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyProperty which it intends to conduct, and HBI the Bank may place reasonable restrictions on the time of such inspections. Upon Compass' notification to the Bank of the Property upon which it intends to conduct such physical inspections, the Bank shall notify the owner of such Property and use its best efforts to secure access to such Property for Compass. If, as a result of any such Environmental Inspection, further investigation (“Secondary Investigation”"secondary investigation") including, without limitation, test borings, soil, water and other sampling is deemed desirable by TCBCompass, TCB will (i) Compass shall notify HBI the Bank of any Property for the Properties on which it intends to conduct a secondary investigation. The Bank will provide notification to owners of Property on which Compass intends to conduct secondary investigations and will use its best efforts to secure access to such property for Compass. Compass shall notify the Bank of any Properties that, in the sole discretion of Compass, are not acceptable and require remediation.
(1) With respect to any Controlled Property that Compass has notified the Bank is not acceptable and requires remediation, the Bank shall promptly prepare a Secondary Investigation and the reasons for such Secondary Investigationremediation plan acceptable to Compass, and use its best efforts to obtain approval of such remediation plan by the Texas Natural Resource Conservation Commission or any other appropriate governmental authority (ii"Environmental Regulatory Authority") commence such Secondary Investigation, on or prior to the date that is seventy-five (75) days 240th day after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI may place reasonable time and place restrictions on such Secondary Investigationshereof ("Remediation Completion Date").
(b2) TCB will Notwithstanding the foregoing, and without limiting any rights of Compass to terminate this Agreement, the Bank shall not be obligated to incur aggregate expenditures in excess of $300,000 in connection with additional assessment, remediation or monitoring of all Property, preparing and obtaining approval by the appropriate Environmental Regulatory Authority of remediation plans with respect to Controlled Properties, and in connection with making allocations to the Bank's loan loss reserve.
(f) Each party hereto agrees to indemnify and hold harmless the other party for any claims for damage to the Property or injury or death to persons in connection with any Environmental Inspection or secondary investigation of the Property to the extent such damage, injury or death is directly attributable to the negligent actions or negligent omissions of such indemnifying party. Compass shall have no liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by law, Compass shall have no obligation to make any reports to any governmental authority of the results of any Environmental Inspection, secondary investigation or other environmental survey, but such reporting shall remain the responsibility of and within the discretion of the Bank. Compass shall have no liability to the Bank for making any report of such results to any governmental authority. Notwithstanding anything to the contrary contained in this Section 6.9(f), this Section 6.9(f) shall not constitute a representation or warranty as to the condition of any Collateral Property.
(g) Compass shall have the right to terminate this Agreement if (i) in the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI has refused to allow TCB to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBI; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will advise HBI in writing as to whether TCB intends to terminate this Agreement in accordance with Section 9.01 because TCB disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI will have the opportunity to correct any objected to violations or conditions to TCB’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI fails to demonstrate its satisfactory correction of the violations or conditions to TCB, TCB may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI agrees to make available to TCB 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. HBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB and will be entitled to certify the same in favor of TCB and its consultants, agents and representatives and make all other data available to TCB and its consultants, agents and representatives.following circumstances:
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. IBG and its consultants, agents and representatives will representatives, at the sole cost and expense of IBG, shall have the right, right to the same extent that HBI HCBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). IBG shall notify HCBI in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI HCBI may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBIBG, TCB will IBG shall (i) notify HBI HCBI in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of IBG, commence such the Secondary Investigation. IBG shall give reasonable written notice to HCBI of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI HCBI may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. IBG shall make available to HCBI the results and reports of such Environmental Inspections and Secondary Investigations promptly after IBG receives or is advised of such results. IBG shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by IBG. IBG shall make no such report before Closing unless required to do so by applicable law, and in such case will give HCBI reasonable written notice of IBG’s intentions.
C. IBG shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB IBG because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI HCBI has refused to allow TCB IBG to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB IBG reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a material remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the date of this Agreement or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will IBG shall advise HBI HCBI in writing (the “Environmental Notice”) as to whether TCB IBG intends to terminate this Agreement in accordance with Section 9.01 because TCB IBG disapproves of the results of the Environmental Inspection, Secondary Investigation Inspection or other environmental survey. HBI will Upon receipt of the Environmental Notice, HCBI shall have the opportunity to correct any objected to violations or conditions to TCBIBG’s reasonable satisfaction prior to the date that is one hundred five (105) within 30 days after the date of this Agreementthe Environmental Notice. If HBI that HCBI fails to demonstrate its satisfactory correction of the violations or conditions to TCBIBG, TCB IBG may terminate this the Agreement on or prior to the date that is one hundred five (105) days 31st day after the date of this Agreementthe Environmental Notice.
(c) HBI D. HCBI agrees to make available to TCB IBG 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 environmental inspections and surveys. HBI HCBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBG and will shall be entitled to certify the same in favor of TCB IBG and its consultants, agents and representatives and make all other data available to TCB IBG and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Environmental Investigation; Right to Terminate Agreement. (a) TCB FFIN and its consultants, agents and representatives will have the right, to the same extent that HBI CBI 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. TCB FFIN will notify HBI CBI prior to any physical inspections of the Property, and HBI CBI 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 TCBFFIN, TCB FFIN will (i) notify HBI CBI 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. TCB FFIN will give reasonable notice to HBI CBI of such Secondary Investigations, and HBI CBI may place reasonable time and place restrictions on such Secondary Investigations.
(b) TCB FFIN will have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB FFIN because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI CBI has refused to allow TCB FFIN to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB FFIN reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBICBI; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB FFIN will advise HBI CBI in writing as to whether TCB FFIN intends to terminate this Agreement in accordance with Section 9.01 because TCB FFIN disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI CBI will have the opportunity to correct any objected to violations or conditions to TCBFFIN’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI CBI fails to demonstrate its satisfactory correction of the violations or conditions to TCBFFIN, TCB FFIN may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI CBI agrees to make available to TCB FFIN 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. HBI CBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB FFIN and will be entitled to certify the same in favor of TCB FFIN and its consultants, agents and representatives and make all other data available to TCB FFIN and its consultants, agents and representatives.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB Guaranty and its consultants, agents and representatives will representatives, at the sole cost and expense of Guaranty, shall have the right, right to the same extent that HBI Westbound has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). Guaranty shall notify Westbound in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI Westbound may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBGuaranty, TCB will Guaranty shall (i) notify HBI Westbound in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of Guaranty, commence such the Secondary Investigation. Guaranty shall give reasonable written notice to Westbound of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI Westbound may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB Guaranty shall make available to Westbound the results and reports of such Environmental Inspections and Secondary Investigations after Guaranty receives or is advised of such results. Guaranty shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by Law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by Guaranty. Guaranty shall make no such report before Closing unless required to do so by applicable Law, and in such case will give Westbound reasonable written notice of Guaranty’s intentions.
(c) Guaranty shall have the right to terminate this Agreement if if, with respect to the Properties (as defined in Section 11.10) only, (i) the factual substance of any warranty or representation set forth in Section 3.19 3.21 is not materially true and accurate in any material respectaccurate; (ii) the results of such an Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by TCB Guaranty because the such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI Westbound has refused to allow TCB Guaranty to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB Guaranty reasonably considers necessary; (iv) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBIresult in a Material Adverse Change to Westbound; (v) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the Execution Date or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup, which if Westbound were to take cleanup or remedial action to correct same, would result in a Material Adverse Change; or (vi) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would reasonably be expected to result in a Material Adverse ChangeChange to Westbound. On or prior to before the date that is ninety sixty (9060) days after the date of this Agreement, TCB will Guaranty shall advise HBI Westbound in writing (the “Environmental Notice”) as to whether TCB Guaranty intends to terminate this Agreement in accordance with Section 9.01 because TCB Guaranty disapproves of the results of the Environmental InspectionInspection or Secondary Inspection in respect of the Properties. Upon receipt of the Environmental Notice, Secondary Investigation or other environmental survey. HBI will Westbound shall have the opportunity to correct any objected to violations or conditions to TCBGuaranty’s reasonable satisfaction prior to the date that is one hundred five within thirty (10530) days after the date of this Agreementthe Environmental Notice. If HBI Westbound fails to demonstrate its satisfactory correction of the violations or conditions to TCBthe reasonable satisfaction of Guaranty, TCB Guaranty may terminate this the Agreement on or prior to the date that is one hundred five thirty-first (10531st) days day after the date delivery of this Agreementthe Environmental Notice.
(cd) HBI Westbound agrees to make available to TCB Guaranty 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 environmental inspections and surveys. HBI Westbound also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB Guaranty and will shall be entitled to certify the same in favor of TCB Guaranty and its consultants, agents and representatives and make all other data available to TCB Guaranty and its consultants, agents and representatives.
Appears in 1 contract
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. IBG and its consultants, agents and representatives will representatives, at the sole cost and expense of IBG, shall have the right, right to the same extent that HBI IBI has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, and other environmental surveys and analyses including soil and ground sampling (“Environmental Inspections”) at ). IBG shall notify IBI in writing before any time on or prior to the date that is forty-five (45) days after the date of this Agreement. TCB will notify HBI prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI IBI may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBIBG, TCB will IBG shall (i) notify HBI IBI in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of IBG, commence such the Secondary Investigation. IBG shall give reasonable written notice to IBI of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI IBI may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. IBG shall make available to IBI the results and reports of such Environmental Inspections and Secondary Investigations promptly after IBG receives or is advised of such results. IBG shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by IBG. IBG shall make no such report before Closing unless required to do so by applicable law, and in such case will give IBI reasonable written notice of IBG’s intentions.
C. IBG shall have the right to terminate this Agreement if by providing written notice to IBI within ninety (90) days following the date of this Agreement if, with respect to the Properties (as defined in Section 11.10) only, (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such an Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by TCB IBG because the such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies material violations Environmental Laws that would result in a Material Adverse Change to IBI or potential material violations of Environmental Lawsany IBI Subsidiary; (iii) HBI IBI has refused to allow TCB IBG to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB IBG reasonably considers necessary; (iv) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would result in a Material Adverse Change to IBI or potentially would require remedial or cleanup action by HBIany IBI Subsidiary; (v) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the date of this Agreement or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will IBG shall advise HBI IBI in writing (the “Environmental Notice”) as to whether TCB IBG intends to terminate this Agreement in accordance with pursuant to this Section 9.01 because TCB disapproves of the results 5.12(C). Upon receipt of the Environmental InspectionNotice, Secondary Investigation or other environmental survey. HBI will IBI shall have the opportunity to correct any objected to violations or conditions to TCBIBG’s reasonable satisfaction prior to the date that is one hundred five (105) within 30 days after the date of this Agreementthe Environmental Notice. If HBI IBI fails to demonstrate its satisfactory correction of the violations or conditions to TCBthe reasonable satisfaction of IBG, TCB IBG may terminate this the Agreement on or prior to the date that is one hundred five (105) days 31st day after the date of this Agreementthe Environmental Notice.
(c) HBI D. IBI agrees to make available to TCB IBG 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 environmental inspections and surveys. HBI IBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBG and will shall be entitled to certify the same in favor of TCB IBG and its consultants, agents and representatives and make all other data available to TCB IBG and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Environmental Investigation; Right to Terminate Agreement. (a) TCB FFIN and its consultants, agents and representatives will have the right, to the same extent that HBI TBT 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. TCB FFIN will notify HBI TBT prior to any physical inspections of the Property, and HBI TBT 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 TCBFFIN, TCB FFIN will (i) notify HBI TBT 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. TCB FFIN will give reasonable notice to HBI TBT of such Secondary Investigations, and HBI TBT may place reasonable time and place restrictions on such Secondary Investigations.
(b) TCB FFIN will have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB FFIN because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI TBT has refused to allow TCB FFIN to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB FFIN reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would require remedial or cleanup action by HBITBT; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB FFIN will advise HBI TBT in writing as to whether TCB FFIN intends to terminate this Agreement in accordance with Section 9.01 because TCB FFIN disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. HBI TBT will have the opportunity to correct any objected to violations or conditions to TCBFFIN’s reasonable satisfaction prior to the date that is one hundred five (105) days after the date of this Agreement. If HBI TBT fails to demonstrate its satisfactory correction of the violations or conditions to TCBFFIN, TCB FFIN may terminate this Agreement on or prior to the date that is one hundred five (105) days after the date of this Agreement.
(c) HBI TBT agrees to make available to TCB FFIN 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. HBI TBT also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB FFIN and will be entitled to certify the same in favor of TCB FFIN and its consultants, agents and representatives and make all other data available to TCB FFIN and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Financial Bankshares Inc)
Environmental Investigation; Right to Terminate Agreement. (a) TCB A. IBG and its consultants, agents and representatives will representatives, at the sole cost and expense of IBG, shall have the right, right to the same extent that HBI I BHC has the right, if any, but not the obligation or responsibility, to inspect any Property, including conducting asbestos surveys and sampling, environmental assessments and investigationsinvestigation, 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). TCB will IBG shall notify HBI I BHC in writing prior to any physical inspections of the PropertyEnvironmental Inspection, and HBI I BHC may place reasonable restrictions on the time of such inspectionsEnvironmental Inspection. 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 TCBIBG, TCB will IBG shall (i) notify HBI I BHC in writing of any Property for which it intends to conduct such a Secondary Investigation and the reasons for such the Secondary Investigation, and (ii) at the sole cost and expense of IBG, commence such the Secondary Investigation. IBG shall give reasonable written notice to I BHC of the Secondary Investigation, on or prior to the date that is seventy-five (75) days after the date of this Agreement. TCB will give reasonable notice to HBI of such Secondary Investigations, and HBI I BHC may place reasonable time and place restrictions on such the Secondary InvestigationsInvestigation.
(b) TCB B. IBG shall make available to I BHC the results and reports of such Environmental Inspections and Secondary Investigations promptly after IBG receives or is advised of such results. IBG shall not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by law, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall not be made by IBG. IBG shall make no such report prior to Closing unless required to do so by applicable law, and in such case will give I BHC reasonable written notice of IBG’s intentions.
C. IBG shall have the right to terminate this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.19 3.22 is not materially true and accurate in any material respectaccurate; (ii) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by TCB IBG because the Environmental Inspection, Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws; (iii) HBI I BHC has refused to allow TCB IBG to conduct an Environmental Inspection or Secondary Investigation in a manner that TCB IBG reasonably considers necessary; (iv) the Environmental Inspection, Secondary Investigation or other environmental survey identifies any past or present event, condition or circumstance that would or potentially would could reasonably be expected to require a material remedial or cleanup action by HBIor result in a Material Adverse Change; (v) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any underground or above ground storage tank in, on or under any Property that is not shown to be in material compliance with all Environmental Laws applicable to the tank either now at the date of this Agreement or at a future time certain, or that has had a release of petroleum or some other Hazardous Material that has not been cleaned up to the satisfaction of the relevant Governmental Entity Authority or any other party with a legal right to compel cleanup; or (vi) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any Property, the removal of which would could reasonably be expected to result in a Material Adverse Change. On or prior to the date that is ninety (90) days after the date of this Agreement, TCB will IBG shall advise HBI I BHC in writing (the “Environmental Notice”) as to whether TCB IBG intends to terminate this Agreement in accordance with Section 9.01 because TCB IBG disapproves of the results of the Environmental Inspection, Secondary Investigation Inspection or other environmental survey. HBI will Upon receipt of the Environmental Notice, I BHC shall have the opportunity to correct any objected to violations or conditions to TCBIBG’s reasonable satisfaction prior to the date that is one hundred five (105) within 30 days after the date of this Agreementthe Environmental Notice. If HBI In the event that I BHC fails to demonstrate its satisfactory correction of the violations or conditions to TCBIBG, TCB IBG may terminate this the Agreement on or prior to the date that is one hundred five (105) days after 31st day following the date of this Agreementthe Environmental Notice.
(c) HBI D. I BHC agrees to make available to TCB IBG 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 environmental inspections and surveys. HBI I BHC also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with TCB IBG and will shall be entitled to certify the same in favor of TCB IBG and its consultants, agents and representatives and make all other data available to TCB IBG and its consultants, agents and representatives.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Independent Bank Group Inc)
