Common use of Environmental Investigation; Rights to Terminate Agreement Clause in Contracts

Environmental Investigation; Rights to Terminate Agreement. A. FNBC and its Representatives may, to the same extent that SIBC or SI Bank has such right, but will not be obligated, to inspect any owned SIBC Real Property, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBC. If, as a result of an Environmental Inspection, further investigation (“Secondary Investigation”) including test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBC, FNBC will (i) notify SIBC or SI Bank (in such capacity, an “Investigated Party”) of any property with respect to which it intends to conduct a Secondary Investigation and the reasons for the Secondary Investigation, (ii) submit a work plan for the Secondary Investigation to the Investigated Party, afford the Investigated Party the ability to comment on the work plan and reasonably consider all such comments, and (iii) conclude the Secondary Investigation within 60 days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this Agreement. FNBC will give reasonable notice to the Investigated Party of any Secondary Investigations, and the Investigated Party may place reasonable restrictions on the time and place at which the Secondary Investigations may be carried out. B. The Investigated Party will indemnify and hold harmless FNBC 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 FNBC or its Representatives to the extent attributable to the gross negligence or willful misconduct of the Investigated Party or its Representatives. FNBC will indemnify and hold harmless the Investigated Party 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 FNBC or its Representatives, to the extent attributable to the negligence or willful misconduct of FNBC or its Representatives in performing any Environmental Inspection or Secondary Investigation. If the Closing does not occur, the foregoing indemnities will survive the termination of this Agreement. FNBC will 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 Legal Requirement, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey will be made by the Investigated Party in the exercise of its sole discretion and not by FNBC. FNBC will make no such report prior to Closing unless required to do so by law, and in such case will give SIBC reasonable prior notice of FNBC’s intentions so as to enable the Investigated Party to review and comment on such proposed report. C. FNBC may terminate this Agreement within 90 days after the date of this Agreement if (i) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by FNBC because the Environmental Inspection, Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is reasonably likely to result in a Material Adverse Change; (ii) any past or present events, conditions or circumstances that could reasonably be expected to require further investigation, remedial or cleanup action under Environmental Laws involving an expenditure reasonably expected by FNBC to exceed $500,000 or that is reasonably likely to result in a Material Adverse Change; or (iii) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material or mold in, on or under any owned SIBC Real Property, the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,000. Prior to termination of this Agreement under this Section 8.14C, FNBC promptly will deliver to the Investigated Party copies of any environmental report, engineering report, or property condition report prepared by FNBC or any third party with respect to any owned SIBC Real Property which provide the basis for such termination of this Agreement by FNBC. Any results or findings of any Environmental Inspections will not be disclosed by FNBC to any third party not affiliated with FNBC, unless FNBC is required by law to disclose such information. D. The Investigated Party will make available upon request to FNBC and its Representatives all documents and other materials relating to environmental conditions of any owned SIBC Real Property, including the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated Party. The Investigated Party also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC and, at FNBC’s cost and expense, will be entitled to certify the same in favor of FNBC and its Representatives and make all other data available to FNBC and its Representatives.

Environmental Investigation; Rights to Terminate Agreement. A. FNBC Investar and its Representatives may, to the same extent that SIBC Citizens or SI Citizens Bank has such right, but will not be obligated, to inspect any owned SIBC Citizens Real Property, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 thirty (30) days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBCInvestar. If, as a result of an Environmental Inspection, further investigation (“Secondary Investigation”) including test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBCInvestar, FNBC Investar will (i) notify SIBC Citizens or SI Citizens Bank (in such capacity, an “Investigated Party”) of any property with respect to which it intends to conduct a Secondary Investigation and the reasons for the Secondary Investigation, (ii) submit a work plan for the Secondary Investigation to the Investigated Party, afford the Investigated Party the ability to comment on the work plan and reasonably consider all such comments, and (iii) conclude the Secondary Investigation within 60 sixty (60) days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this Agreement. FNBC Investar will give reasonable notice to the Investigated Party of any Secondary Investigations, and the Investigated Party may place reasonable restrictions on the time and place at which the Secondary Investigations may be carried out. B. The Investigated Party will indemnify and hold harmless FNBC Investar 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 FNBC Investar or its Representatives to the extent attributable to the gross negligence or willful misconduct of the Investigated Party or its Representatives. FNBC Investar will indemnify and hold harmless the Investigated Party 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 FNBC Investar or its Representatives, to the extent attributable to the negligence or willful misconduct of FNBC Investar or its Representatives in performing any Environmental Inspection or Secondary Investigation. If the Closing does not occur, the foregoing indemnities will survive the termination of this Agreement. FNBC Investar will 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 Legal Requirement, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey will be made by the Investigated Party in the exercise of its sole discretion and not by FNBC. FNBC will make no such report prior to Closing unless required to do so by law, and in such case will give SIBC reasonable prior notice of FNBC’s intentions so as to enable the Investigated Party to review and comment on such proposed report. C. FNBC Investar may terminate this Agreement within 90 days after the date of this Agreement if (i) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by FNBC Investar because the Environmental Inspection, Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is reasonably likely to result in a Material Adverse Change; (ii) any past or present events, conditions or circumstances that could reasonably be expected to require further investigation, remedial or cleanup action under Environmental Laws involving an expenditure reasonably expected by FNBC Investar to exceed $500,000 50,000 or that is reasonably likely to result in a Material Adverse Change; or (iii) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material or mold in, on or under any owned SIBC Citizens Real Property, the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,00050,000. Prior to termination of this Agreement under this Section 8.14C, FNBC Investar promptly will deliver to the Investigated Party copies of any environmental report, engineering report, or property condition report prepared by FNBC Investar or any third party with respect to any owned SIBC Citizens Real Property which provide the basis for such termination of this Agreement by FNBCInvestar. Any results or findings of any Environmental Inspections will not be disclosed by FNBC Investar to any third party not affiliated with FNBCInvestar, unless FNBC Investar is required by law to disclose such information. D. The Investigated Party will make available upon request to FNBC Investar and its Representatives all documents and other materials relating to environmental conditions of any owned SIBC Citizens Real Property, including the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated Party. The Investigated Party also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC and, at FNBC’s cost Investar and expense, will be entitled to certify the same in favor of FNBC Investar and its Representatives and make all other data available to FNBC Investar and its Representatives.

Environmental Investigation; Rights to Terminate Agreement. A. FNBC (a) Spirit and its Representatives mayconsultants, agents and representatives shall have the right to the same extent that SIBC Beeville or SI Beeville Bank has such rightright (at Spirit’s cost and expense), but will not be obligatedthe obligation or responsibility, to inspect any owned SIBC Real PropertyBeeville or Beeville Bank property, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 forty-five (45) days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBC. If, as a result of an any such Environmental Inspection, further investigation (“Secondary Investigation”) including test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBCSpirit, FNBC will Spirit shall (i) notify SIBC or SI Bank (in such capacity, an “Investigated Party”) Beeville of any property with respect to for which it intends to conduct such a Secondary Investigation and the reasons for the such Secondary Investigation, (ii) submit a work plan to Beeville for the such Secondary Investigation Investigation, for which Spirit agrees to the Investigated Party, afford the Investigated Party Beeville the ability to comment on the work plan and Spirit agrees to reasonably consider all such comments (and negotiate in good faith any such comments), and (iii) conclude the such Secondary Investigation within 60 on or prior to sixty (60) days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this AgreementBeeville’s comments. FNBC will Spirit shall give reasonable notice to the Investigated Party Beeville of any such Secondary Investigations, and the Investigated Party Beeville may place reasonable restrictions on the time and place at which the such Secondary Investigations may be carried out. B. The Investigated Party will (b) Beeville agrees to indemnify and hold harmless FNBC Spirit 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 FNBC Spirit or its Representatives agents, representatives or contractors to the extent attributable to the gross negligence or willful misconduct of the Investigated Party Beeville or its Representativesagents, representatives or contractors. FNBC will Spirit agrees to indemnify and hold harmless the Investigated Party Beeville 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 FNBC Spirit or its Representativesagents, representatives or contractors, to the extent attributable to the gross negligence or willful misconduct of FNBC Spirit or its Representatives agents, representatives or contractors in performing any Environmental Inspection or Secondary Investigation. If the Closing does not occur, the foregoing indemnities will shall survive the termination of this Agreement. FNBC will Spirit shall not have any liability 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 Legal Requirementlaw, reports to any Governmental Authority Body of the results of any Environmental Inspection, Secondary Investigation or other environmental survey will shall be made by the Investigated Party Beeville in the exercise of its sole discretion and not by FNBCSpirit. FNBC will Spirit shall make no such report prior to Closing unless required to do so by law, and in such case will shall give SIBC Beeville reasonable prior written notice of FNBCSpirit’s intentions so as to enable the Investigated Party Beeville to review and comment on such proposed report. C. FNBC may (c) To the extent that Spirit identifies any past or present events, conditions or circumstances that would require further investigation, remediation or cleanup action under Environmental Laws, Beeville shall use all Commercially Reasonable Efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), Beeville shall include the after-tax amount of the costs reasonably expected to be incurred by the Continuing Corporation on or after the Closing Date, as determined by an independent third party with recognized expertise in environmental clean-up matters, to fully complete all Unresolved Response Actions in determining its Transaction Costs pursuant to Section 2.2(c). (d) Spirit shall have the right to terminate this Agreement within 90 ninety (90) days after the date of this Agreement if (i) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by FNBC Spirit because the Environmental Inspection, Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is are reasonably likely to result in a Material Adverse ChangeEffect on Beeville; (ii) any past or present events, conditions or circumstances that could would reasonably be expected to require further investigation, remedial or cleanup action under Environmental Laws Laws, including, without limitation, an Environmental Inspection, Secondary Investigation or other environmental survey identifying the presence of any asbestos-containing material or mold in, on or under any Beeville Real Property, involving an expenditure reasonably expected by FNBC Spirit to exceed $500,000 1,000,000 or that is reasonably likely to result in have a Material Adverse ChangeEffect on Beeville or Beeville Bank; or (iii) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material underground or mold above ground storage tank in, on or under any owned SIBC Beeville Real PropertyProperty that is not shown to be in compliance with all Environmental Laws applicable to such tank, or that has had a release of petroleum or some other Hazardous Materials that has not been remediated in accordance with applicable Environmental Law. In the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,000. Prior to termination of event Spirit terminates this Agreement under or elects not to proceed to Closing pursuant to this Section 8.14C5.11(c), FNBC if Beeville reimburses Spirit for the costs of preparing any Environmental Inspections, Spirit promptly will shall deliver to the Investigated Party Beeville copies of any environmental report, engineering report, or property condition report prepared by FNBC Spirit or any third party with respect to any owned SIBC Beeville Real Property which provide the basis for such termination of this Agreement by FNBCProperty. Any results or findings of any Environmental Inspections will shall not be disclosed by FNBC Spirit to any third party not affiliated with FNBCSpirit, unless FNBC Spirit is required by law to disclose such information. D. The Investigated Party will (e) Beeville agrees to make available upon request to FNBC Spirit and its Representatives consultants, agents and representatives all documents and other materials relating to environmental conditions of any owned SIBC Beeville Real Property, Property including the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated PartyBeeville. The Investigated Party Beeville also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC Spirit and, at FNBCSpirit’s cost and expense, will shall be entitled to certify the same in favor of FNBC Spirit and its Representatives consultants, agents and representatives and make all other data available to FNBC Spirit and its Representativesconsultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. A. FNBC Business First and its Representatives may, to the same extent that SIBC MBI or SI MBL Bank has such right, but will not be obligated, to inspect any owned SIBC MBI Real Property, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBCBusiness First. If, as a result of an Environmental Inspection, further investigation (“Secondary Investigation”) including test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBCBusiness First, FNBC Business First will (i) notify SIBC MBI or SI MBL Bank (in such capacity, an “Investigated Party”) of any property with respect to which it intends desires to conduct a Secondary Investigation and the reasons for the Secondary Investigation, (ii) submit a work plan for the Secondary Investigation to the Investigated Party, afford the Investigated Party the ability to comment on the work plan within 14 days following receipt of the work plan, and reasonably consider all such comments, and (iii) conclude the Secondary Investigation within 60 days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this Agreement. FNBC Business First will give reasonable notice to the Investigated Party of the commencement date of any Secondary Investigations, and the Investigated Party may place reasonable restrictions on the time and place at which the Secondary Investigations may be carried out. B. . The Investigated Party will indemnify and hold harmless FNBC Business First 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 FNBC Business First or its Representatives to the extent attributable to the gross negligence or willful misconduct of the Investigated Party or its Representatives. FNBC . B. Business First will indemnify and hold harmless the Investigated Party 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 FNBC Business First or its Representatives, to the extent attributable to the negligence or willful misconduct of FNBC Business First or its Representatives in performing any Environmental Inspection or Secondary Investigation. If the Closing does not occur, the foregoing indemnities will survive the termination of this Agreement. FNBC Business First will not have any liability or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Inspection or Secondary Investigation or other environmental survey. If this Agreement is terminated, except as otherwise required by Legal Requirement, reports to any Governmental Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey will be made by the Investigated Party in the exercise of its sole discretion and not by FNBC. FNBC will make no such report prior to Closing unless required to do so by law, and in such case will give SIBC reasonable prior notice of FNBC’s intentions so as to enable the Investigated Party to review and comment on such proposed reportInvestigation. C. FNBC Business First may terminate this Agreement within 90 days after the date of this Agreement if (i) the results of such Environmental Inspection, Inspection or Secondary Investigation or other environmental survey are disapproved by FNBC Business First because the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is reasonably likely to result in a Material Adverse Change; (ii) any past or present events, conditions or circumstances that could reasonably be expected to require further investigation, remedial or cleanup action under Environmental Laws involving an expenditure reasonably expected by FNBC Business First to exceed $500,000 50,000 or that is reasonably likely to result in a Material Adverse Change; or (iii) the Environmental Inspection, Inspection or Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material or mold in, on or under any owned SIBC MBI Real Property, the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,00050,000 or that is reasonably likely to result in a Material Adverse Change. Prior Business First shall provide to termination of this Agreement under this Section 8.14C, FNBC promptly will deliver to the Investigated Party copies of any environmental Environmental Inspection report, Secondary Investigation report, engineering report, or property condition report prepared by FNBC Business First or any third party with respect to any owned SIBC MBI Real Property which provide within three (3) Business Days of Business First’s receipt of such reports. Prior to termination of this Agreement under this Section 6.14C, Business First shall promptly identify to Investigated Party the basis within such Environmental Inspection report, Secondary Investigation report, engineering report, or property condition report for such termination of this Agreement by FNBCBusiness First. Any results or findings of any Environmental Inspections or Secondary Investigations will not be disclosed by FNBC Business First to any third party not affiliated with FNBCBusiness First, unless FNBC Business First is required by law Legal Requirements to disclose such information, and not prior to Business First communicating to MBI or MBL Bank its intent to disclose. D. The Investigated Party will make available upon request to FNBC Business First and its Representatives all documents and other materials relating to environmental conditions of any owned SIBC MBI Real Property, including the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated Party. The Investigated Party also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC and, at FNBC’s cost Business First and expense, will be entitled to certify the same in favor of FNBC Business First and its Representatives and make all other data available to FNBC Business First and its Representatives.

Environmental Investigation; Rights to Terminate Agreement. A. FNBC (a) Prosperity and its Representatives mayconsultants, agents and representatives shall have the right to the same extent that SIBC the Company or SI the Bank has such rightright (at Prosperity’s cost and expense), but will not be obligatedthe obligation or responsibility, to inspect any owned SIBC Real PropertyCompany or Bank property, including including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 thirty (30) days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBC. If, as a result of an any such Environmental Inspection, further investigation (“Secondary Investigationsecondary investigation”) including including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBCProsperity, FNBC will Prosperity shall (i) notify SIBC or SI Bank (in such capacity, an “Investigated Party”) the Company of any property with respect to for which it intends to conduct such a Secondary Investigation secondary investigation and the reasons for the Secondary Investigationsuch secondary investigation, (ii) submit a work plan for the Secondary Investigation to the Investigated PartyCompany for such secondary investigation, for which Prosperity agrees to afford the Investigated Party Company the ability to comment on the work plan and Prosperity agrees to reasonably consider all such comments (and negotiate in good faith any such comments, ) and (iii) conclude the Secondary Investigation within 60 such secondary investigation, on or prior to sixty (60) days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this Agreement. FNBC will Prosperity shall give reasonable notice to the Investigated Party Company of any Secondary Investigationssuch secondary investigations, and the Investigated Party Company may place reasonable restrictions on the time and place placed at which the Secondary Investigations such secondary investigations may be carried out. B. (b) The Investigated Party will Company agrees to indemnify and hold harmless FNBC Prosperity for any claims for damage to property, or injury or death to persons, made as a result of any Environmental Inspection or Secondary Investigation secondary investigation conducted by FNBC Prosperity or its Representatives agents, or to the extent such damage or injury is attributable to the gross negligence negligent or willful misconduct wrongful actions or omissions of the Investigated Party Company or its Representativestheir respective agents. FNBC will Prosperity agrees to indemnify and hold harmless the Investigated Party 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 FNBC or its Representativespersons, to the extent attributable to the negligence negligent or willful misconduct wrongful actions or omissions of FNBC Prosperity or its Representatives agents in performing any Environmental Inspection or Secondary Investigationsecondary investigation. If the Closing does not occur, the foregoing indemnities will survive the termination of this Agreement. FNBC will Prosperity 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 secondary investigation or other environmental survey. If this Agreement is terminated, then except as otherwise required by Legal Requirementlaw, reports to any Governmental Authority governmental authority of the results of any Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey will shall be made by the Investigated Party in the exercise of its sole discretion Company and not by FNBCProsperity. FNBC will Prosperity shall make no such report prior to Closing unless required to do so by law, and in such case will give SIBC the Company reasonable prior notice of FNBCProsperity’s intentions so as to enable the Investigated Party to review and comment on such proposed reportintentions. C. FNBC may (c) Prosperity shall have the right to terminate this Agreement within 90 ninety (90) days after the date of this Agreement if (i) the results of such Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey are disapproved by FNBC Prosperity because the Environmental Inspection, Secondary Investigation secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is reasonably likely to result in could have a Material Adverse ChangeEffect on the Company; (ii) any past or present eventsevent, conditions condition or circumstances circumstance that could reasonably be expected to would require further investigation, remedial or cleanup action under Environmental Laws involving an expenditure reasonably expected by FNBC to exceed in excess of $500,000 or that is reasonably likely to result in having a Material Adverse ChangeEffect on the Company; or (iii) 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 authority or any other party with a legal right to compel cleanup, the effect of which could have a Material Adverse Effect on the Company; or (iv) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence of any asbestos-containing material or mold in, on or under any owned SIBC Real Propertyproperty which is not disclosed in Schedule 3.10, the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,000. Prior to termination of this Agreement under this Section 8.14C, FNBC promptly will deliver to would have a Material Adverse Effect on the Investigated Party copies of any environmental report, engineering report, or property condition report prepared by FNBC or any third party with respect to any owned SIBC Real Property which provide the basis for such termination of this Agreement by FNBC. Any results or findings of any Environmental Inspections will not be disclosed by FNBC to any third party not affiliated with FNBC, unless FNBC is required by law to disclose such informationCompany. D. (d) The Investigated Party will Company agrees to make available upon request to FNBC Prosperity and its Representatives consultants, agents and representatives all documents and other materials material relating to environmental conditions of any owned SIBC Real Propertyproperty including, including without limitation, the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated PartyCompany. The Investigated Party Company also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC Prosperity and, at FNBCProsperity’s cost and expensecost, will shall be entitled to certify the same in favor of FNBC Prosperity and its Representatives consultants, agents and representatives and make all other data available to FNBC Prosperity and its Representativesconsultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. A. FNBC (a) STXB and its Representatives mayconsultants, agents and representatives shall have the right to the same extent that SIBC CBI or SI Bank CSB has such rightright (at STXB’s cost and expense), but will not be obligatedthe obligation or responsibility, to inspect any owned SIBC Real PropertyCBI or CSB property, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses (“Environmental Inspections”) at any time on or prior to 30 forty-five (45) days after the date of this Agreement. All costs and expenses associated with conducting an Environmental Inspection will be borne by FNBC. If, as a result of an any such Environmental Inspection, further investigation (“Secondary Investigation”) including test borings, soil, water, asbestos or other sampling, is deemed desirable by FNBCSTXB, FNBC will STXB shall (i) notify SIBC or SI Bank (in such capacity, an “Investigated Party”) CBI of any property with respect to for which it intends to conduct such a Secondary Investigation and the reasons for the such Secondary Investigation, (ii) submit a work plan to CBI for the such Secondary Investigation Investigation, for which STXB agrees to the Investigated Party, afford the Investigated Party CBI the ability to comment on the work plan and STXB agrees to reasonably consider all such comments (and negotiate in good faith any such comments), and (iii) conclude the such Secondary Investigation within 60 on or prior to sixty (60) days after the date of receipt of comments from the Investigated Party, but in no event more than 90 days from the date of this AgreementCBI’s comments. FNBC will STXB shall give reasonable notice to the Investigated Party CBI of any such Secondary Investigations, and the Investigated Party CBI may place reasonable restrictions on the time and place at which the such Secondary Investigations may be carried out. B. The Investigated Party will (b) CBI agrees to indemnify and hold harmless FNBC STXB 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 FNBC STXB or its Representatives agents, representatives or contractors to the extent attributable to the gross negligence or willful misconduct of the Investigated Party CBI or its Representativesagents, representatives or contractors. FNBC will STXB agrees to indemnify and hold harmless the Investigated Party CBI 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 FNBC STXB or its Representativesagents, representatives or contractors, to the extent attributable to the gross negligence or willful misconduct of FNBC STXB or its Representatives agents, representatives or contractors in performing any Environmental Inspection or Secondary Investigation. If the Closing does not occur, the foregoing indemnities will shall survive the termination of this Agreement. FNBC will STXB shall not have any liability 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 Legal Requirementlaw, reports to any Governmental Authority Body of the results of any Environmental Inspection, Secondary Investigation or other environmental survey will shall be made by the Investigated Party CBI in the exercise of its sole discretion and not by FNBCSTXB. FNBC will STXB shall make no such report prior to Closing unless required to do so by law, and in such case will shall give SIBC CBI reasonable prior written notice of FNBCSTXB’s intentions so as to enable the Investigated Party CBI to review and comment on such proposed report. C. FNBC may (c) To the extent that STXB identifies any past or present events, conditions or circumstances that would require further investigation, remediation or cleanup action under Environmental Laws, CBI shall use all Commercially Reasonable Efforts to take and complete any such reporting, remediation or other response actions prior to Closing; provided, however, that, to the extent any such response actions have not been completed prior to Closing (“Unresolved Response Action”), CBI shall include the after-tax amount of the costs reasonably expected to be incurred by the Continuing Corporation on or after the Closing Date, as determined by an independent third party with recognized expertise in environmental clean-up matters, to fully complete all Unresolved Response Actions in determining its Transaction Costs pursuant to Section 2.2(a)(iii); provided, that CBI shall in no event be required to pay or accrue any amount pursuant to this Section 5.11(c) in excess of $1,000,000, in the aggregate. (d) STXB shall have the right to terminate this Agreement within 90 ninety (90) days after the date of this Agreement if (i) the results of such Environmental Inspection, Secondary Investigation or other environmental survey are disapproved by FNBC STXB because the Environmental Inspection, Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that is are reasonably likely to result in a Material Adverse ChangeEffect on CBI; (ii) any past or present events, conditions or circumstances that could would reasonably be expected to require further investigation, remedial or cleanup action under Environmental Laws Laws, including, without limitation, an Environmental Inspection, Secondary Investigation or other environmental survey identifying the presence of any asbestos-containing material or mold in, on or under any CBI Real Property, involving an expenditure reasonably expected by FNBC STXB to exceed $500,000 1,000,000 or that is reasonably likely to result in have a Material Adverse ChangeEffect on CBI or CSB; or (iii) the Environmental Inspection, Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material underground or mold above ground storage tank in, on or under any owned SIBC CBI Real PropertyProperty that is not shown to be in compliance with all Environmental Laws applicable to such tank, or that has had a release of petroleum or some other Hazardous Materials that has not been remediated in accordance with applicable Environmental Law. In the removal or abatement of which could reasonably be expected to involve an expenditure in excess of $500,000. Prior to termination of event STXB terminates this Agreement under or elects not to proceed to Closing pursuant to this Section 8.14C5.11(c), FNBC if CBI reimburses STXB for the costs of preparing any Environmental Inspections, STXB promptly will shall deliver to the Investigated Party CBI copies of any environmental report, engineering report, or property condition report prepared by FNBC STXB or any third party with respect to any owned SIBC CBI Real Property which provide the basis for such termination of this Agreement by FNBCProperty. Any results or findings of any Environmental Inspections will shall not be disclosed by FNBC STXB to any third party not affiliated with FNBCSTXB, unless FNBC STXB is required by law to disclose such information. D. The Investigated Party will (e) CBI agrees to make available upon request to FNBC STXB and its Representatives consultants, agents and representatives all documents and other materials relating to environmental conditions of any owned SIBC CBI Real Property, Property including the results of other environmental inspections and surveys to the extent such documents are in the actual possession of the Investigated PartyCBI. The Investigated Party CBI also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with FNBC STXB and, at FNBCSTXB’s cost and expense, will shall be entitled to certify the same in favor of FNBC STXB and its Representatives consultants, agents and representatives and make all other data available to FNBC STXB and its Representativesconsultants, agents and representatives.