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

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares and its consultants, agents and representatives shall have the right to the same extent that State Bank has such right, but not the obligation or responsibility, to inspect any property, including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other environmental surveys and analyses including soil and ground sampling ("Environmental Inspections") at any time on or prior to thirty (30) days after the date of this Agreement. If, as a result of any such Environmental Inspection, further investigation ("secondary investigation") including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by Bancshares, Bancshares shall (i) notify State Bank of any property for which it intends to conduct such a secondary investigation and the reasons for such secondary investigation, and (ii) conclude such secondary investigation, on or prior to sixty (60) days after the date of this Agreement. Bancshares shall give reasonable notice to State Bank of such secondary investigations, and State Bank may place reasonable time and place restrictions on such secondary investigations. (b) State Bank agrees to indemnify and hold harmless Bancshares 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 Bancshares or its agents, to the extent such damage or injury is attributable to the negligent actions or negligent omissions of State Bank or its agents. Bancshares agrees to indemnify and hold harmless State Bank for any claims for damage to property, or injury or death to persons, to the extent attributable to the negligent actions or omissions of Bancshares or its agents in performing any Environmental Inspection or secondary investigation. Bancshares 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 State Bank and not by Bancshares. Bancshares shall make no such report prior to Closing unless required to do so by law, and in such case will give State Bank reasonable prior notice of Bancshares' intentions. (c) Bancshares shall have the right to terminate this Agreement within 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 Bancshares because the Environmental Inspection, secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws that would have or are reasonably likely to have a Material Adverse Effect on the Condition of State Bank; (ii) any past or present event, condition or circumstance that would require remedial or cleanup action under Environmental Laws involving an expenditure in excess of $200,000 or having a Material Adverse Effect on the Condition of State Bank; (iii) 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 authority or any other party with a legal right to compel cleanup; or (iv) 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 have a Material Adverse Effect on the Condition of State Bank. (d) State Bank agrees to make available upon request to Bancshares and its consultants, agents and representatives all documents and other material relating to environmental conditions of any property including, without limitation, the results of other environmental inspections and surveys. State Bank also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares and shall be entitled to certify the same in favor of Bancshares and its consultants, agents and representatives and make all other data available to Bancshares and its consultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares Prosperity and its consultants, agents and representatives shall have the right to the same extent that State the Company or the Bank has such rightright (at Prosperity’s cost and expense), but not the obligation or responsibility, to inspect any Company or Bank property, including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses including soil and ground sampling ("“Environmental Inspections"”) at any time on or prior to before thirty (30) days after the date of this Agreement. If, as a result of any such Environmental Inspection, further investigation ("“secondary investigation"”) including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by BancsharesProsperity, Bancshares Prosperity shall (i) notify State Bank the Company of any property for which it intends to conduct such a secondary investigation and the reasons for such secondary investigation, (ii) submit a work plan to the Company for such secondary investigation, for which Prosperity agrees to afford the Company the ability to comment on and Prosperity agrees to reasonably consider all such comments (and negotiate in good faith any such comments), and (iiiii) conclude such secondary investigation, on or prior to before sixty (60) days after the date of this Agreement. Bancshares Prosperity shall give reasonable notice to State Bank the Company of such secondary investigations, and State Bank the Company may place reasonable restrictions on the time and place restrictions on at which such secondary investigationsinvestigations may be carried out. (b) State Bank The Company agrees to indemnify and hold harmless Bancshares 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 conducted by Bancshares Prosperity or its agents, representatives or contractors to the extent such damage or injury is attributable to the negligent actions gross negligence or negligent omissions willful misconduct of State Bank the Company or its agents, representatives or contractors. Bancshares Prosperity agrees to indemnify and hold harmless State Bank the Company for any claims for damage to property, or injury or death to persons, to the extent attributable to the negligent actions gross negligence or omissions willful misconduct of Bancshares Prosperity or its agents agents, representatives or contractors in performing any Environmental Inspection or secondary investigation. Bancshares If the Closing does not occur, the foregoing indemnities shall survive the termination of this Agreement. 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 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 State Bank the Company in the exercise of its sole discretion and not by BancsharesProsperity. Bancshares Prosperity shall make no such report prior to before Closing unless required to do so by law, and in such case will give State Bank the Company reasonable prior notice of Bancshares' intentionsProsperity’s intentions so as to enable the Company to review and comment on such proposed report. (c) Bancshares Prosperity shall have the right to terminate this Agreement within 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 Bancshares Prosperity because the Environmental Inspection, secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws that would have or are reasonably likely to could have a Material Adverse Effect on the Condition of State BankCompany; (ii) any past or present eventevents, condition conditions or circumstance circumstances that would require further investigation, remedial or cleanup action under Environmental Laws involving an expenditure in excess of $200,000 250,000 or having that could have a Material Adverse Effect on the Condition of State BankCompany; (iii) 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 Company Real Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certainsuch tank, or that has had a release of petroleum or some other Hazardous Material Materials that has not been cleaned up to in accordance with applicable Environmental Law, the satisfaction effect of which could have a Material Adverse Effect on the relevant governmental authority or any other party with a legal right to compel cleanupCompany; or (iv) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any propertyCompany Real Property, the removal or abatement of which would could have a Material Adverse Effect on the Condition Company. In the event Prosperity terminates this Agreement or elects not to proceed to Closing pursuant to this Section 5.14(c), Prosperity promptly shall deliver to the Company copies of State Bankany environmental report, engineering report, or property condition report prepared by Prosperity or any third party with respect to any Company Real Property. Any results or findings of any Environmental Inspections will not be disclosed by Prosperity to any third party not affiliated with Prosperity, unless Prosperity is required by law to disclose such information. (d) State Bank The Company agrees to make available upon request to Bancshares Prosperity and its consultants, agents and representatives all documents and other material materials relating to environmental conditions of any property Company Real Property including, without limitation, the results of other environmental inspections and surveyssurveys to the extent such documents are in the actual possession of the Company (collectively, the “Environmental Reports”). State Bank The Company also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares Prosperity and, at Prosperity’s cost and expense, shall be entitled to certify the same in favor of Bancshares Prosperity and its consultants, agents and representatives and make all other data available to Bancshares Prosperity and its consultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares Investar and its consultants, agents and representatives Representatives shall have the right right, to the same extent that State Mainland Bank has such the right, if any, but not the obligation or responsibility, to inspect any propertyProperty, including, without limitation, including conducting asbestos surveys and sampling, environmental assessments and investigationinvestigations, and other environmental surveys and analyses including soil and ground sampling ("“Environmental Inspections"”) at any time on or prior to thirty before the date that is forty-five (3045) days after the date of this Agreement. Any Environmental Inspections shall be at Investar’s expense, and any findings or results of any Environmental Inspections shall not be disclosed to any individual or entity, other than Investar or Mainland Bank, unless Investar is required by law to disclose such information. Investar shall notify Mainland Bank before any physical inspections of the Property, and Mainland Bank 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, asbestos or water and other sampling, sampling is deemed desirable by BancsharesInvestar, Bancshares Investar shall (i) notify State Mainland Bank 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) conclude at the sole cost and expense of Investar, commence such secondary investigationSecondary Investigation, on or prior to sixty before the date that is sixty-five (6065) days after the date of this Agreement. Bancshares Investar shall give reasonable notice to State Mainland Bank of such secondary investigationsSecondary Investigations, and State Mainland Bank may place reasonable time and place restrictions on such secondary investigationsSecondary Investigations. (b) State Investar shall make available to Mainland Bank agrees to indemnify the results and hold harmless Bancshares for any claims for damage to property, reports of such Environmental Inspections and Secondary Investigations promptly after Investar receives or injury or death to persons, made as a result is advised of any Environmental Inspection or secondary investigation conducted by Bancshares or its agents, to the extent such damage or injury is attributable to the negligent actions or negligent omissions of State Bank or its agentsresults. Bancshares agrees to indemnify and hold harmless State Bank for any claims for damage to property, or injury or death to persons, to the extent attributable to the negligent actions or omissions of Bancshares or its agents in performing any Environmental Inspection or secondary investigation. Bancshares Investar 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 law, reports to any governmental authority Governmental Body of the results of any Environmental Inspection, secondary investigation Secondary Investigation or other environmental survey shall not be made by State Bank and not by BancsharesInvestar. Bancshares Investar shall make no such report prior to before Closing unless required to do so by applicable law, and in such case will give State Mainland Bank reasonable prior written notice of Bancshares' Investar’s intentions. (c) Bancshares Investar shall have the right to terminate this Agreement within ninety (90) days after the date of this Agreement if (i) the factual substance of any warranty or representation set forth in Section 3.10 is not true and accurate in any material respect; (ii) the results of such Environmental Inspection, secondary investigation Secondary Investigation or other environmental survey are disapproved by Bancshares Investar because the Environmental Inspectionenvironmental inspection, secondary investigation Secondary Investigation or other environmental survey identifies material violations or potential material violations of Environmental Laws that would have or are reasonably likely to have a Material Adverse Effect on the Condition of State BankLaws; (iiiii) Mainland Bank has refused to allow Investar to conduct an Environmental Inspection or Secondary Investigation in a manner that Investar 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 any material remedial or cleanup action under Environmental Laws involving an expenditure in excess of $200,000 or having a Material Adverse Effect on the Condition of State by Mainland Bank; (iiiv) 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 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 Governmental Body or any other party with a legal right to compel cleanup; or (ivvi) the Environmental Inspection, secondary investigation Secondary Investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any propertyProperty, the removal of which would have result in a Material Adverse Effect Effect. On or before the date that is ninety (90) days after the date of this Agreement, Investar shall give notice to Mainland Bank as to whether Investar intends to terminate this Agreement in accordance with Section 9.1 because Investar disapproves of the results of the Environmental Inspection, Secondary Investigation or other environmental survey. Mainland Bank shall have the opportunity to correct any objected to violations or conditions to Investar’s reasonable satisfaction before the date that is one hundred five (105) days after the date of this Agreement. If Mainland Bank fails to demonstrate its satisfactory correction of the violations or conditions to Investar, Investar may terminate this Agreement on or before the Condition date that is one hundred five (105) days after the date of State Bankthis Agreement. (d) State If any past or present events, conditions or circumstances would require further investigation or remedial or cleanup action under Environmental Laws involving, individually or in the aggregate, an expenditure of $100,000 or less, Mainland Bank agrees shall include in the Transaction Expenses such amount as is necessary to make available upon request to Bancshares and its consultantspay the aggregate costs of further investigating, agents and representatives remediating or cleaning up such conditions as are reasonably estimated by an independent environmental firm selected by Investar. (e) Simultaneously with the execution of this Agreement, Mainland Bank shall provide Investar with copies of all documents and other material materials relating to environmental conditions of any property Mainland Bank Real Property including, without limitation, the results of other environmental inspections and surveyssurveys to the extent such documents are in the actual possession of Mainland Bank. State Mainland Bank also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares Investar and, at Investar’s cost and expense, shall be entitled to certify the same in favor of Bancshares Investar and its consultants, agents and representatives and make all other data available to Bancshares Investar and its consultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares Guaranty and its consultants, agents and representatives shall have the right to the same extent that State Bank TLB has such rightright (at Guaranty’s cost and expense), but not the obligation or responsibility, to inspect any propertyTLB Real Property, including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses including soil and ground sampling ("“Environmental Inspections"”) at any time on or prior to thirty (30) days after the date of this Agreement. If, as a result of any such Environmental Inspection, further investigation ("“secondary investigation"”) including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by BancsharesGuaranty, Bancshares Guaranty shall (i) notify State Bank TLB of any property for which it intends to conduct such a secondary investigation and the reasons for such secondary investigation, (ii) submit a work plan to TLB for such secondary investigation, for which Guaranty agrees to afford TLB the ability to comment on and Guaranty agrees to reasonably consider all such comments (and negotiate in good faith any such comments); and (iiiii) conclude such secondary investigation, on or prior to sixty (60) days after the date of this Agreement. Bancshares Guaranty shall give reasonable notice to State Bank TLB of such secondary investigations, and State Bank TLB may place reasonable restrictions on the time and place restrictions on at which such secondary investigationsinvestigations may be carried out. (b) State Bank TLB agrees to indemnify and hold harmless Bancshares Guaranty 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 Bancshares Guaranty or its agents, representatives or contractors to the extent such damage or injury is attributable to the negligent actions gross negligence or negligent omissions willful misconduct of State Bank TLB or its agents, representatives or contractors. Bancshares Guaranty agrees to indemnify and hold harmless State Bank TLB for any claims for damage to property, or injury or death to persons, to the extent attributable to the negligent actions gross negligence or omissions willful misconduct of Bancshares Guaranty or its agents agents, representatives or contractors in performing any Environmental Inspection or secondary investigation. Bancshares If the Closing does not occur, the foregoing indemnities shall survive the termination of this Agreement. 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, then except as otherwise required by law, reports to any governmental authority Governmental Body of the results of any Environmental Inspection, secondary investigation or other environmental survey shall be made by State Bank TLB in the exercise of its sole discretion and not by BancsharesGuaranty. Bancshares Guaranty shall make no such report prior to Closing unless required to do so by law, and in such case will give State Bank TLB reasonable prior notice of Bancshares' intentionsGuaranty’s intentions so as to enable TLB to review and comment on such proposed report. (c) Bancshares Guaranty shall have the right to terminate this Agreement within 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 Bancshares Guaranty because the Environmental Inspection, secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws that would have or are reasonably likely to could have a Material Adverse Effect on the Condition of State BankTLB; (ii) any past or present eventevents, condition conditions or circumstance that circumstances would require further investigation or remedial or cleanup action under Environmental Laws involving involving, individually or in the aggregate, an expenditure in excess of $200,000 250,000 or having that could reasonably be expected to have a Material Adverse Effect on the Condition of State BankTLB; (iii) 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 TLB Real Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certainsuch tank, or that has had a release of petroleum or some other Hazardous Material Materials that has not been cleaned up in accordance with applicable Environmental Law, the effect of which could reasonably be expected to the satisfaction of the relevant governmental authority or any other party with have a legal right to compel cleanupMaterial Adverse Effect on TLB; or (iv) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence of any asbestos-containing material in, on or under any propertyTLB Real Property, the removal or abatement of which would have a Material Adverse Effect on TLB. In the Condition event Guaranty terminates this Agreement or elects not to proceed to Closing pursuant to this Section 5.9(c), Guaranty promptly shall deliver to TLB copies of State Bankany environmental report, engineering report, or property condition report prepared by Guaranty or any third party with respect to any TLB Real Property. Any results or findings of any Environmental Inspections will not be disclosed by Guaranty to any third party not affiliated with Guaranty, unless Guaranty is required by law to disclose such information. (d) State Bank If any past or present events, conditions or circumstances would require further investigation or remedial or cleanup action under Environmental Laws involving, individually or in the aggregate, an expenditure of $50,000 or less, TLB shall accrue such amount as is necessary to pay the aggregate costs of further investigating, remediating or cleaning up such conditions as are reasonably estimated by an independent environmental firm selected by Guaranty. (e) TLB agrees to make available upon request to Bancshares Guaranty and its consultants, agents and representatives all documents and other material materials relating to environmental conditions of any property TLB Real Property including, without limitation, the results of other environmental inspections and surveyssurveys to the extent such documents are in the actual possession of TLB. State Bank TLB also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares Guaranty and, at Guaranty’s cost and expense, shall be entitled to certify the same in favor of Bancshares Guaranty and its consultants, agents and representatives and make all other data available to Bancshares Guaranty and its consultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares Spirit and its consultants, agents and representatives shall have the right to the same extent that State Comanche or Comanche Bank has such rightright (at Spirit’s cost and expense), but not the obligation or responsibility, to inspect any Comanche or Comanche Bank property, including, without limitation, including conducting asbestos surveys and sampling, environmental assessments and investigation, and other non-invasive or non-destructive environmental surveys and analyses including soil and ground sampling ("“Environmental Inspections"”) at any time on or prior to thirty forty-five (3045) days after the date of this Agreement. If, as a result of any such Environmental Inspection, further investigation ("secondary investigation"“Secondary Investigation”) including, without limitation, including test borings, soil, water, asbestos or other sampling, is deemed desirable by BancsharesSpirit, Bancshares Spirit shall (i) notify State Bank Comanche of any property for which it intends to conduct such a secondary investigation Secondary Investigation and the reasons for such secondary investigationSecondary Investigation, (ii) submit a work plan to Comanche for such Secondary Investigation, for which Spirit agrees to afford Comanche the ability to comment on and Spirit agrees to reasonably consider all such comments (and negotiate in good faith any such comments), and (iiiii) conclude such secondary investigation, Secondary Investigation on or prior to sixty (60) days after the date of this Agreementreceipt of Comanche’s comments. Bancshares Spirit shall give reasonable notice to State Bank Comanche of such secondary investigationsSecondary Investigations, and State Bank Comanche may place reasonable restrictions on the time and place restrictions on at which such secondary investigationsSecondary Investigations may be carried out. (b) State Bank Comanche agrees to indemnify and hold harmless Bancshares 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 Secondary Investigation conducted by Bancshares Spirit or its agents, representatives or contractors to the extent such damage or injury is attributable to the negligent actions gross negligence or negligent omissions willful misconduct of State Bank Comanche or its agents, representatives or contractors. Bancshares Spirit agrees to indemnify and hold harmless State Bank Comanche for any claims for damage to property, or injury or death to personspersons made as a result of any Environmental Inspection or Secondary Investigation conducted by Spirit or its agents, representatives or contractors, to the extent attributable to the negligent actions gross negligence or omissions willful misconduct of Bancshares Spirit or its agents agents, representatives or contractors in performing any Environmental Inspection or secondary investigationSecondary Investigation. Bancshares If the Closing does not occur, the foregoing indemnities shall survive the termination of this Agreement. 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 Secondary Investigation or other environmental survey. If this Agreement is terminated, then then, except as otherwise required by law, reports to any governmental authority Governmental Body of the results of any Environmental Inspection, secondary investigation Secondary Investigation or other environmental survey shall be made by State Bank Comanche in the exercise of its sole discretion and not by BancsharesSpirit. Bancshares Spirit shall make no such report prior to Closing unless required to do so by law, and in such case will shall give State Bank Comanche reasonable prior written notice of Bancshares' intentionsSpirit’s intentions so as to enable Comanche to review and comment on such proposed report. (c) Bancshares To the extent that Spirit identifies any past or present events, conditions or circumstances that would require further investigation, remedial or cleanup action under Environmental Laws, Comanche 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”), Comanche 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 2.1(d); provided, that Comanche 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) Spirit shall have the right to terminate this Agreement within 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 Bancshares Spirit because the Environmental Inspection, secondary investigation Secondary Investigation or other environmental survey identifies violations or potential violations of Environmental Laws that are reasonably likely to result in a Material Adverse Effect on Comanche; (ii) any past or present events, conditions or circumstances that would have reasonably be expected to require further investigation, remedial or are cleanup action under Environmental 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 Comanche Real Property, involving an expenditure reasonably expected by Spirit to exceed $1,000,000 or that is reasonably likely to have a Material Adverse Effect on the Condition of State Comanche or Comanche Bank; (ii) any past or present event, condition or circumstance that would require remedial or cleanup action under Environmental Laws involving an expenditure in excess of $200,000 or having a Material Adverse Effect on the Condition of State Bank; (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 Comanche Real Property that is not shown to be in compliance with all Environmental Laws applicable to the tank either now or at a future time certainsuch tank, or that has had a release of petroleum or some other Hazardous Material Materials that has not been cleaned up remediated in accordance with applicable Environmental Law. In the event Spirit terminates this Agreement or elects not to proceed to Closing pursuant to this Section 5.11(c), if Comanche reimburses Spirit for the satisfaction costs of the relevant governmental authority preparing any Environmental Inspections, Spirit promptly shall deliver to Comanche copies of any environmental report, engineering report, or property condition report prepared by Spirit or any other third party with a legal right respect to compel cleanup; any Comanche Real Property. Any results or (iv) the Environmental Inspection, secondary investigation or other environmental survey identifies the presence findings of any asbestos-containing material inEnvironmental Inspections shall not be disclosed by Spirit to any third party not affiliated with Spirit, on or under any property, the removal of which would have a Material Adverse Effect on the Condition of State Bankunless Spirit is required by law to disclose such information. (de) State Bank Comanche agrees to make available upon request to Bancshares Spirit and its consultants, agents and representatives all documents and other material materials relating to environmental conditions of any property including, without limitation, Comanche Real Property including the results of other environmental inspections and surveyssurveys to the extent such documents are in the possession of Comanche. State Bank Comanche also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares Spirit and, at Spirit’s cost and expense, shall be entitled to certify the same in favor of Bancshares Spirit and its consultants, agents and representatives and make all other data available to Bancshares Spirit and its consultants, agents and representatives.

Environmental Investigation; Rights to Terminate Agreement. (a) Bancshares Purchaser and its consultants, agents and representatives shall have the right to the same extent that State Seller or the Bank has such right, but not the obligation or responsibility, to inspect any property, including, without limitation, conducting asbestos surveys and sampling, environmental assessments and investigation, and other environmental surveys and analyses including soil and ground sampling ("Environmental Inspections") at any time on or prior to thirty (30) days after the date of this Agreement. If, as a result of any such Environmental Inspection, further investigation ("secondary investigation") including, without limitation, test borings, soil, water, asbestos or other sampling, is deemed desirable by BancsharesPurchaser, Bancshares Purchaser shall (i) notify State Bank Seller of any property for which it intends to conduct such a secondary investigation and the reasons for such secondary investigation, and (ii) conclude such secondary investigation, on or prior to sixty (60) days after the date of this Agreement. Bancshares Purchaser shall give reasonable notice to State Bank Seller of such secondary investigations, and State Bank Seller may place reasonable time and place restrictions on such secondary investigations. (b) State Bank Seller agrees to indemnify and hold harmless Bancshares Purchaser 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 Bancshares Purchaser or its agents, to the extent such damage or injury is attributable to the negligent actions or negligent omissions of State Bank Seller or its agents. Bancshares Purchaser agrees to indemnify and hold harmless State Bank Seller for any claims for damage to property, or injury or death to persons, to the extent attributable to the negligent actions or omissions of Bancshares Purchaser or its agents in performing any Environmental Inspection or secondary investigation. Bancshares Purchaser 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 State Bank Seller and not by BancsharesPurchaser. Bancshares Purchaser shall make no such report prior to Closing unless required to do so by law, and in such case will give State Bank Seller reasonable prior notice of Bancshares' Purchaser's intentions. (c) Bancshares Purchaser shall have the right to terminate this Agreement within 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 Bancshares Purchaser because the Environmental Inspection, secondary investigation or other environmental survey identifies violations or potential violations of Environmental Laws that would have or are reasonably likely to have a Material Adverse Effect on the Condition of State the Bank; (ii) any past or present event, condition or circumstance that would require remedial or cleanup action under Environmental Laws involving an expenditure in excess of $200,000 or having a Material Adverse Effect on the Condition of State the Bank; (iii) 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 authority or any other party with a legal right to compel cleanup; or (iv) 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 have a Material Adverse Effect on the Condition of State the Bank. (d) State Bank Seller agrees to make available upon request to Bancshares Purchaser and its consultants, agents and representatives all documents and other material relating to environmental conditions of any property including, without limitation, the results of other environmental inspections and surveys. State Bank Seller also agrees that all engineers and consultants who prepared or furnished such reports may discuss such reports and information with Bancshares Purchaser and shall be entitled to certify the same in favor of Bancshares Purchaser and its consultants, agents and representatives and make all other data available to Bancshares Purchaser and its consultants, agents and representatives.