Environmental Investigations. 7.7.1. As soon as practicable after the date of this Agreement (but in no event more than 45 days after the date of this Agreement), Transferee may retain a reputable, nationally- or regionally-known environmental audit company, at its own expense, to conduct a Phase I environmental audit of the Real Property (which shall include a limited asbestos survey) to be transferred to Transferee at Closing, or on such parcels of the Real Property as Transferee may determine. Transferor will comply with any reasonable request for information made by Transferee or its agents in connection with any such investigation and shall afford Transferee and its agents access to all areas of the Real Property, at reasonable times and in a reasonable manner in connection with any such investigation.
7.7.2. In the event that as a result of any of the Phase I environmental investigations, Transferee's environmental expert determines that further investigation is recommended or remedial action by Transferor is required by law, Transferee shall promptly notify Transferor. If Transferee's environmental expert determines as a result of such Phase I or further investigation that remedial action is required by Transferor, Transferor shall have the right to engage a nationally- or regionally-known reputable environmental auditing company reasonably acceptable to Transferee to provide a second opinion, in which case the parties agree to use an average of the two estimates for purposes of clauses (i) and (ii) below. Subsequent to the determination of the estimates of the remediation costs, the parties shall proceed as follows:
(i) Transferor shall cause such remedial action to be performed in accordance with all applicable Environmental Laws, if the aggregate cost thereof is $2,000,000 or less; and (ii) if the cost of such remedial action exceeds $2,000,000 and Transferor does not elect to cause remedial action to be performed in accordance with applicable Environmental Laws, Transferee may elect either to terminate this Agreement, or to accept a transfer of the Assets without such remedial action having been taken, subject to a $2,000,000 adjustment to the Cash Consideration paid at Closing. If Transferor remediates or Transferee accepts the transfer of the Assets subject to an adjustment in Cash Consideration pursuant to clause (ii), then Transferee shall not be entitled to rely for any purpose on the representations and warranties of Transferor to the extent they relate to the specific...
Environmental Investigations. Although Lessee shall not be liable for any Hazardous Substances on the Premises that was not caused in whole or in part by the activity of the Lessee, its agents, subtenants, or any other person or entity on the Premises as a result of, arising out of, or relating to Lessee’s operations under this Lease or any previous lease or agreement, Lessee shall be responsible for the costs of any environmental investigations or remediation arising from the development or use of the Premises by Lessee, and Xxxxxx hereby releases the Lessor from any contribution claim for those costs. By way of example only, if the Lessee excavates soil on the Premises which contains Hazardous Substances, then the Lessee will be responsible for the cost associated with disposing of those soils regardless of when or how the Hazardous Substances were released into those soils.
Environmental Investigations. (a) In the event that Buyer notifies Seller that any Phase I Environmental Assessment pursuant to the American Society for Testing and Materials Standard E 1527-00 (Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process) (each, a “Phase I Investigation”) delivered to Buyer pursuant to Section 4.5 has discovered or reported any fact, matter or circumstance that reasonably requires further investigation, Seller shall, at Seller’s sole cost and expense, cause to be carried out by an assessor (who shall be reasonably satisfactory to Buyer) a Phase II Environmental Assessment pursuant to the American Society for Testing and Materials Standard E 1903-97 (Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process) (each, a “Phase II Investigation”) on each parcel of real property with respect to which there was any such fact, matter or circumstance discovered or reported, and upon completion of such Phase II Investigations, if any, Seller shall provide copies to Buyer of all reports and documents related thereto.
(b) If required by Buyer’s lender, Seller shall, at the sole cost and expense of Buyer, and within sixty (60) days prior to the scheduled Closing Date (unless the Closing is delayed by more than four 4 months, in which case the relevant date for purposes of this section shall be sixty (60) days prior to the Closing, as rescheduled), cause the Phase I Investigation delivered pursuant to Section 4.1 to be updated, and upon completion of such update, Seller shall provide copies of all reports and documents related thereto to Buyer.
(c) In the event that Buyer notifies Seller that any of the Phase I Investigations delivered to Buyer pursuant to Section 4.5 or 7.9(b) have discovered or reported any fact, matter or circumstance that reasonably requires further investigation, Seller shall, at Seller’s sole cost and expense, cause to be carried out by an assessor (who shall be reasonably satisfactory to Buyer) a Phase II Investigation on each parcel of real property with respect to which there was any such fact, matter or circumstance discovered or reported, and upon completion of such Phase II Investigations, if any, Seller shall provide copies to Buyer of all reports and documents related thereto.
(d) Seller hereby agrees that any Phase I Investigation or Phase II Investigation provided to Buyer by Seller pursuant to this Section 7.9 or otherwise may be provided to Buyer’s a...
Environmental Investigations. (a) As soon as practicable after the date of this Agreement (but in no event more than 60 days after the date of this Agreement), CCI may obtain at CCI's expense a Phase I environmental audit of the Leased Real Property (which shall include a limited asbestos survey), or on such parcels of the Leased Real Property as CCI may determine. CCI shall engage EnecoTech, Inc. or, at CCI's option, another nationally known environmental auditing company to perform the aforesaid audit. PSD will comply with any reasonable request for information made by CCI or its agents in connection with any such investigation and shall afford CCI and its agents access to all operations of the PSD Entities, including without limitation all areas of the Leased Real Property, at reasonable times and in a reasonable manner in connection with any such investigation. If the results of those investigations would cause a reasonable purchaser to perform further investigation or testing with respect to any of the Leased Real Property, CCI shall cause to be performed Phase II environmental audits with respect to such Leased Real Property, which shall be completed no more than 120 days after the date of this Agreement. CCI agrees to promptly deliver to PSD copies of all audits and other reports obtained by CCI with respect to such investigations and, at PSD's expense, all other information related thereto which is reasonably requested by PSD. Further, CCI agrees to restore any test borings and other physical damage to any of the assets and properties of any PSD Entity caused by such investigations and agrees to indemnify and hold the PSD Indemnitees harmless in accordance with Section 12.3 from any such damage, without regard to the Indemnification Threshold set forth in Section 12.9; which obligations shall in no event be construed to include the cost of any remedial action indicated by such investigations.
(b) In the event that as a result of any of the environmental investigations, CCI's environmental consultant reasonably determines that remedial action is required by law, and CCI and PSD jointly reasonably conclude that PSD has legal responsibility for such remediation (as opposed to the landlord under the System Contract relating to such Leased Real Property), then (i) PSD shall have the right to engage at PSD's expense a nationally known environmental auditing company to provide a second opinion, in which case the parties agree to use an average of the two estimates for purposes of this...
Environmental Investigations. Buyer has completed a Phase I Environmental Site Assessment Report, and may conduct further environmental investigations.
Environmental Investigations. All material environmental investigations, studies, audits, assessments and data which are in the possession, custody or control of any Company relating (i) to the current or prior business, operations, facilities or Property of any Company or any of their respective predecessors in interest or (ii) to any facility, Property or other asset now or previously owned, operated, leased or used by any Company or any of their respective predecessors in interest have been made available to the Lead Arranger and the Lenders.
Environmental Investigations. All material environmental ---------------------------- investigations, studies, audits or assessments which have been conducted and which are in the possession, custody or control of any Obligor or any Subsidiary relating (i) to the current or prior business, operations, facilities or Properties of any Obligor or any Subsidiary or any of their respective predecessors in interest or (ii) to any facility or Property of any Obligor now or previously owned, operated, leased or used by any Obligor or any Subsidiary or any of their respective predecessors in interest have been made available to the Administrative Agent and the Lenders.
Environmental Investigations. All environmental investigations, studies, audits, assessments or reviews conducted of which any Credit Party has knowledge in relation to the current or prior business or assets of any Credit Party or any of its respective Subsidiaries or any Real Property, assets or facility now or previously owned, operated, leased, used or controlled by any Credit Party or any of its respective Subsidiaries have been delivered to the Agent.
Environmental Investigations. As of the Closing Date, all material environmental investigations, studies, audits or assessments which have been conducted and which are in the possession, custody or control of any Company relating (i) to the current or prior business, operations, facilities or Property of any Company or any of its predecessors in interest or (ii) to any facility, Property or other asset now or previously owned, operated, leased or used by any Company or any of their respective predecessors in interest have been made available to Agents and the Lenders.
Environmental Investigations. To the knowledge of senior management of the Company, all environmental investigations, studies, audits, assessments or reviews in the possession, custody or control of any Credit Party which relates to the current or prior business or assets of any Credit Party or any of its respective Subsidiaries or any Real Property, assets or facility now or previously owned, operated, leased, used or controlled by any Credit Party or any of its respective Subsidiaries have been delivered to the Administrative Agent.
