Environmental Investigation. (a) Centrue Financial may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB to provide at ICB’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Centrue Financial to determine if any ICB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB shall promptly obtain, at ICB’s expense, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial shall have no duty to act for the benefit of ICB, any ICB Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB as soon as practicable after such information becomes available to Centrue Financial. (b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial and ICB shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Fifty Thousand Dollars ($50,000), Centrue Financial may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Fifty Thousand Dollars ($50,000), such cost shall be taken into account when computing the Adjusted Shareholders’ Equity.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial MSTI may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB Citizens to provide at ICB’s Citizens’ expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Centrue Financial MSTI to determine if any ICB Citizens Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB Citizens shall promptly obtain, at ICBMSTI’s expense, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial MSTI shall have no duty to act for the benefit of ICBCitizens, any ICB Citizens Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB Citizens as soon as practicable after such information becomes available to Centrue FinancialMSTI.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial MSTI and ICB Citizens shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Two Hundred Fifty Thousand Dollars ($50,000250,000), Centrue Financial MSTI may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Two Hundred Fifty Thousand Dollars ($50,000250,000), such cost shall be taken into account when computing the Adjusted ShareholdersStockholders’ Equity.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial Purchaser may, in its reasonable discretion, within forty-five (45) Business Days days after the date of the Agreement Datethis Agreement, request ICB require Seller to provide order, at ICBPurchaser’s expense expense, a Phase 1 I environmental site assessment to be delivered only to Purchaser for each parcel of real property in which the Bank or any of its Subsidiaries holds an interest (the each a “Phase 1 I Report”) ), conducted by an independent professional consultant reasonably acceptable to Centrue Financial Purchaser to determine if any ICB Real Estate real property in which the Bank or any of its Subsidiaries holds any interest contains or gives evidence that of any adverse environmental condition or any violations of Environmental Laws have occurred on any such property. If the a Phase 1 I Report discloses any material violations or adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB shall Purchaser may promptly obtain, at ICBPurchaser’s expense, a Phase 2 II environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws and regulations Legal Requirements (the each a “Phase 2 II Report,” and collectively referred to with the associated Phase 1 I Report, as the an “Environmental Report”). Centrue Financial Purchaser shall have no duty to act for the benefit of ICB, any ICB Subsidiary or any other Person upon any information produced by an Environmental Report for the Environmental Reportbenefit of Seller or any of the Seller Subsidiaries or any other Person, but shall provide such information to ICB as soon as practicable after such information becomes available to Centrue FinancialSeller upon Seller’s request.
(b) Upon receipt of the estimate of the costs of all follow-up work to the an Environmental Report, Centrue Financial Purchaser and ICB Seller shall attempt to agree upon a course of action for remediation of any adverse environmental condition or violation suspected, found to exist, or that would tend to be indicated by the an Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the aggregate Remediation Cost for the total parcels of property in which the Bank or its Subsidiaries holds an interest exceeds Fifty Thousand Dollars ($50,000)750,000, Centrue Financial Purchaser may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Fifty Thousand Dollars ($50,000), such cost shall be taken into account when computing the Adjusted Shareholders’ EquityAgreement prior to Closing.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial Heartland may, in its reasonable discretion, within forty-five thirty (4530) Business Days of the Agreement Date, request ICB RMB to provide at ICB’s RMB's expense a Phase 1 environmental site assessment (the “"Phase 1 Report”") conducted by an independent professional consultant reasonably acceptable to Centrue Financial Heartland to determine if any ICB RMB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB RMB shall promptly obtain, obtain at ICB’s expense, its expense a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “"Phase 2 Report,” " and collectively referred to with the Phase 1 Report, as the “"Environmental Report”"). Centrue Financial Heartland shall have no duty to act for the benefit of ICB, any ICB Subsidiary or any other Person upon any information produced by the Environmental ReportReport for the benefit of RMB, any RMB Subsidiary or any other Person, but shall provide such information to ICB RMB as soon as practicable after such information becomes available to Centrue FinancialHeartland.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial Heartland and ICB RMB shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “"Remediation Cost.” " If the Remediation Cost exceeds Two Hundred Fifty Thousand Dollars ($50,000250,000), Centrue Financial Heartland or RMB may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Two Hundred Fifty Thousand Dollars ($50,000250,000), such cost shall be taken into account when computing the Adjusted Shareholders’ ' Equity.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial Parent may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB GRB to provide at ICBParent’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Centrue Financial Parent to determine if any ICB GRB Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB GRB shall promptly obtain, at ICBParent’s expense, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial Parent shall have no duty to act for the benefit of ICBGRB, any ICB GRB Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB GRB as soon as practicable after such information becomes available to Centrue FinancialParent.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial Parent and ICB GRB shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Fifty Thousand Dollars ($50,000), Centrue Financial Parent may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Fifty Thousand Dollars ($50,000), such cost shall be taken into account when computing the Adjusted Shareholders’ Equity.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial MSTI may, in its reasonable discretion, within forty-five (45) Business Days of the Agreement Date, request ICB Citizens to provide at ICB’s Citizens' expense a Phase 1 environmental site assessment (the “Phase "PHASE 1 Report”REPORT") conducted by an independent professional consultant reasonably acceptable to Centrue Financial MSTI to determine if any ICB Citizens Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB Citizens shall promptly obtain, at ICB’s MSTI's expense, a Phase 2 environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase "PHASE 2 ReportREPORT,” " and collectively referred to with the Phase 1 Report, as the “Environmental Report”"ENVIRONMENTAL REPORT"). Centrue Financial MSTI shall have no duty to act for the benefit of ICBCitizens, any ICB Citizens Subsidiary or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB Citizens as soon as practicable after such information becomes available to Centrue FinancialMSTI.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial MSTI and ICB Citizens shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost"REMEDIATION COST.” " If the Remediation Cost exceeds Two Hundred Fifty Thousand Dollars ($50,000250,000), Centrue Financial MSTI may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Two Hundred Fifty Thousand Dollars ($50,000250,000), such cost shall be taken into account when computing the Adjusted Shareholders’ Stockholders' Equity.
Appears in 1 contract
Environmental Investigation. (a) Centrue Financial Landmark may, in its reasonable discretion, within forty-five (45) Business Days days of the Agreement Date, request ICB the Bank to provide at ICBLandmark’s expense a Phase 1 environmental site assessment (the “Phase 1 Report”) conducted by an independent professional consultant reasonably acceptable to Centrue Financial Landmark to determine if any ICB Bank Real Estate contains or gives evidence that any violations of Environmental Laws have occurred on any such property. If the Phase 1 Report discloses any material adverse environmental conditions, or reports a reasonable suspicion thereof, then ICB the Bank shall promptly obtain, at ICBthe Bank’s expense, a Phase 2 environmental report with respect to any affected property property, which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations (the “Phase 2 Report,” and collectively referred to with the Phase 1 Report, as the “Environmental Report”). Centrue Financial Landmark shall have no duty to act for the benefit of ICB, any ICB Subsidiary the Bank or any other Person upon any information produced by the Environmental Report, but shall provide such information to ICB the Bank as soon as practicable after such information becomes available to Centrue FinancialLandmark.
(b) Upon receipt of the estimate of the costs of all follow-up work to the Environmental Report, Centrue Financial Landmark and ICB the Bank shall attempt to agree upon a course of action for remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the Environmental Report. The estimated total cost for completing all necessary work plans or removal or remediation actions is referred to collectively as the “Remediation Cost.” If the Remediation Cost exceeds Fifty Thousand Dollars ($50,000), Centrue Financial Landmark may, at its sole option, terminate this Agreement. If the Remediation Cost is less than Fifty Thousand Dollars ($50,000), such cost shall be taken into account when computing subtracted from the Adjusted Shareholders’ Equityaggregate value of the Merger Consideration.
Appears in 1 contract