Common use of Environmental Investigations Clause in Contracts

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 problem requiring remediation and the specific property subject to the remediation requirement.

Environmental Investigations. 7.7.1. As soon as practicable after During the date of this Agreement Feasibility Period, Buyer and Buyer’s Agents may enter the Real Property to perform such environmental assessments (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 including a Phase I and Phase II environmental audit assessment) of the Real Property (“Environmental Investigation”) which Buyer elects to undertake at Buyer’s sole cost and expense. Prior to performing any Environmental Investigation, Buyer shall include a limited asbestos survey) submit to be transferred to Transferee Seller at ClosingSeller’s address for notice set forth in Section 16.1 below, or on such parcels prior written notice of the date of Buyer’s proposed entry onto the Real Property as Transferee may determine. Transferor for such Environmental Investigation, the name of Buyer’s environmental consultant who will comply with any reasonable request for information made by Transferee or its agents in connection with any such investigation conduct the investigation, and shall afford Transferee and its agents access to all areas a description of the Real Property, at reasonable times and in a reasonable manner in connection with any such investigation. 7.7.2Environmental Investigation to be performed. In the event that as Buyer proposes to perform any Environmental Investigation involving soil and/or groundwater sampling, Seller shall approve or disapprove the proposed Environmental Investigation within one (1) business day after receipt of such notice; which approval may be withheld in Seller’s sole discretion; provided, however, if Seller disapproves of the proposed Environmental Investigation, Seller shall provide Buyer with written notice of its disapproval and the reasons therefor. Seller’s failure to provide written notice of disapproval within said one (1) business day period shall be deemed Seller’s approval of such Environmental Investigation. If Buyer or Buyer’s Parties take any sample from the Property in connection with an Environmental Investigation involving soil and/or groundwater sampling, Buyer shall provide to Seller a result portion of such sample to allow Seller, if it so chooses, to perform its own testing. If Buyer does not purchase the Property and has received a refund of the Initial Deposit and Additional Deposit, then Buyer shall deliver copies of any reports relating to Environmental Investigation performed by Buyer or Buyer’s Parties. If the Environmental Investigation will occur within the Buildings, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the Phase I environmental investigationsBuildings. Buyer shall, Transferee's environmental expert determines at its sole cost and expense, obtain any and all permits and approvals required from applicable governmental agencies prior to commencing any testing 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 will disturb 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 surface of the two estimates for purposes Real Property. Seller’s representatives may be present at all times during the activities of clauses (i) and (ii) belowBuyer and/or Buyer’s Parties on the Property. Subsequent to the determination of the estimates of the remediation costs, the parties All Environmental Investigations 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 problem requiring remediation and the specific property subject to the remediation requirementSection 7.6 hereof.

Environmental Investigations. 7.7.1. As soon as practicable after (a) During the period commencing on the date of this Agreement (but in no event more than 45 days after hereof and ending on the date immediately preceding the Closing Date, Purchasers will conduct at their own cost, Phase II environmental investigations at the Subject Companies’ facilities identified on Annex B. Purchasers shall deliver to Sellers a proposed work schedule for all facilities and a proposed scope of this Agreement)work for each facility. Purchasers and Sellers shall use their respective commercially reasonable efforts to promptly agree upon the schedule and scope of work at each facility. Purchasers shall use their commercially reasonable efforts to complete such investigations on or before February 28, Transferee may retain a reputable2013. Sellers shall use their commercially reasonable efforts to assist Purchasers in completing such investigations on or before February 28, 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 investigation2013. 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 (b) Purchasers and their Representatives shall have the right to engage take soil, sediment and groundwater samples, and take other investigative measures, including the installation of groundwater monitoring xxxxx, at such facilities. The investigations shall be performed in a nationally- safe and workmanlike manner, pursuant to generally accepted standards, practices and procedures for the performance of similar activities in the industry. Purchasers or regionally-known reputable environmental auditing company reasonably acceptable to Transferee to provide a second opinion, their Representatives will obtain all Permits required by applicable Laws and will otherwise comply with all applicable Laws in which case the parties agree to use an average performance of the two estimates for purposes of clauses investigations. At Purchasers’ request, Sellers shall use commercially reasonable efforts to assist Purchasers in their efforts to obtain such Permits. Purchasers and their Representatives will use commercially reasonable efforts to ensure that the investigation activities do not unreasonably interfere with the Subject Companies’ operations at such facilities. (c) Sellers shall, and shall cause the Subject Companies to, (i) and grant reasonable access to such facilities to conduct the investigation activities described in this Section 5.16; (ii) below. Subsequent provide commercially reasonable cooperation to Purchasers and their Representatives in the performance of such investigation activities, and (iii) inform Purchasers and their Representatives of the location of all underground utilities and structures, including, but not limited to, cables, water lines, gas lines, electrical lines, storage tanks, piping and sewers, and any other underground obstructions. (d) At Sellers’ request, Purchasers shall provide Sellers with a copy of any final data prepared by Purchasers’ Representatives with respect to the determination investigations described in this Section 5.16. (e) Purchasers shall promptly notify Sellers of any Environmental Matter discovered during the estimates of the remediation costsinvestigation activities that requires, or is reasonably likely to require, the parties shall proceed as follows: (i) Transferor shall cause Subject Company to notify or disclose the Environmental Matter to a Governmental Entity. If, in the opinion of Sellers’ or the Subject Company’s legal counsel, such remedial action Environmental Matter is required to be performed noticed or disclosed to a Governmental Entity, Sellers shall, or cause the Subject Company to, promptly notify or disclose such Environmental Matter to the appropriate Governmental Entity in accordance with all applicable Environmental LawsLaw. (f) Upon completion of the investigation activities contemplated in this Section 5.16, if the aggregate cost thereof maximum potential Environmental Liabilities, in the opinion of Primary Purchaser provided on a basis consistent with normal industry practice and standards in the environmental consulting industry in the market in which the relevant Subject Company’s facility is $2,000,000 or less; and (ii) if the cost of such remedial action located, exceeds $2,000,000 and Transferor does not elect to cause remedial action to 24,120,000, then the Indemnification Escrow Amount shall 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 increased by an amount equal to the Cash Consideration paid at Closing. If Transferor remediates or Transferee accepts amount by which 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 problem requiring remediation and the specific property subject to the remediation requirementaggregate maximum potential Environmental Liabilities exceeds $24,120,000.

Environmental Investigations. 7.7.1. As soon as practicable after (a) Acquiror and its Representatives shall have the date right, upon execution of this Agreement a mutually agreeable site access agreement including customary and reasonable insurance coverage for the Company, to enter the Company’s and its Subsidiaries’ real property, whether leased or owned (at Acquiror’s sole cost and expense), but in no event more than 45 not the obligation or responsibility, to inspect any such 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”) on or prior to sixty (60) days after the date of this Agreement). If any such Environmental Inspection reveals a Recognized Environmental Condition or material Business Environmental Risk as defined by the ASTM due diligence standard, Transferee may retain further investigation (a reputable“Secondary Investigation”) including test borings, nationally- soil, water, asbestos or regionally-known environmental audit companyother sampling, at its own expenseis deemed desirable by Acquiror, Acquiror shall: (i) notify the Company of any real property for which it seeks to conduct such a Phase I environmental audit Secondary Investigation and the reasons for such Secondary Investigation; (ii) submit a work plan to the Company for such Secondary Investigation, for which Acquiror agrees to afford the Company the ability to comment on and Acquiror agrees to reasonably consider all such comments (and negotiate in good faith any such comments); and (iii) conclude such Secondary Investigation, on or prior to thirty (30) days after the date of receipt of the Real Property Company’s comments. Acquiror shall give reasonable notice to the Company of such Environmental Inspections and Secondary Investigations, and the Company may place reasonable restrictions on the time and place at which such Environmental Inspections and Secondary Investigations may be carried out. Acquiror and the Company will cooperate and use their reasonable best efforts to as promptly as possible conclude the Environmental Inspections and any Secondary Investigation. (b) Acquiror shall not have any liability to the Company or either Bank or responsibility of any nature whatsoever for the results, conclusions or other findings related to any Environmental Inspection, Secondary Investigation or other environmental survey, except to the extent that Acquiror or it Representatives cause any environmental liability with respect thereto. Acquiror promptly shall deliver to the Company copies of any environmental report, engineering report, or property condition report prepared by Acquiror or any third party pursuant to this Section 5.10. Any results or findings of any Environmental Inspections will not be disclosed by Acquiror to any third party not affiliated with Acquiror, unless Acquiror is required by applicable Legal Requirements to disclose such information or the Company provides written consent to disclose such information (which shall include a limited asbestos survey) not be unreasonably conditioned, withheld or delayed). If this Agreement is terminated, then except as otherwise required by applicable Legal Requirements, reports to any Regulatory Authority of the results of any Environmental Inspection, Secondary Investigation or other environmental survey shall be transferred made by the Company in the exercise of its sole discretion and not by Acquiror. Acquiror shall make no such report prior to Transferee at ClosingClosing unless required to do so by applicable Legal Requirements, or and in such case will give the Company reasonable prior notice to enable the Company to review and comment on such parcels proposed report and to make such report on behalf 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 PropertyCompany, at reasonable times and in a reasonable manner in connection with any such investigationCompany’s sole discretion. 7.7.2. In (c) If any past or present events, conditions or circumstances require further investigation, remedial or cleanup action under Environmental Laws at its properties (other than Bank OREO) involving an expenditure reasonably expected to exceed $1,500,000 based on estimates prepared by the event that as a result of any of consultant conducting the Phase I environmental investigationsEnvironmental Inspections or Secondary 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 then (i) to the extent the aggregate expenditures with respect thereto are or are reasonably expected to be equal to or less than $10,000,000, the aggregate Per Share Merger Consideration shall be reduced at the Closing by the difference between $1,500,000 and the estimated amount of such expenditures; or (ii) below. Subsequent to the determination of extent the estimates of aggregate expenditures with respect thereto are or are reasonably expected to exceed $10,000,000, Acquiror may, at it sole option, elect by written notice to the remediation costs, Company to (A) cause the parties shall proceed as follows: (i) Transferor shall cause such remedial action aggregate Per Share Merger Consideration to be performed in accordance with all applicable Environmental Laws, if reduced at the aggregate cost thereof is Closing by the difference between $2,000,000 or less; 1,500,000 and (ii) if the cost estimated amount 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 expenditures; or (B) terminate this Agreement. (d) The Company agrees to make available upon request to Acquiror and its Representatives all documents and other materials relating to environmental conditions of any Company real property, including the results of other environmental inspections and surveys to the extent such documents are in the possession or to accept a transfer reasonable control of the Assets without Company. The Company also agrees that all engineers and consultants who prepared or furnished such remedial action having been takenreports may discuss such reports and information with Acquiror and, 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)Acquiror’s cost and expense, then Transferee shall not be entitled to rely for any purpose on certify the representations same in favor of Acquiror and warranties of Transferor its Representatives and make all other data available to the extent they relate to the specific environmental problem requiring remediation Acquiror and the specific property subject to the remediation requirementits Representatives.

Environmental Investigations. 7.7.1During the Feasibility Period, Buyer and Buyer’s Agents may enter the Property to perform such non-invasive environmental assessments of the Property (“Environmental Investigation”) which Buyer elects to undertake at Buyer’s sole cost and expense with respect to the Property; provided, however, in no event shall Buyer perform any “Phase II Environmental Assessment” or any testing of soil and/or groundwater of the Property (“Invasive Testing”) without Seller’s prior written consent and compliance with this Section 7(d) . As soon as practicable after Prior to performing any Environmental Investigation, Buyer shall submit to Seller at the address for notice set forth in Section 16(a) below, at least five (5) business days prior to the date of this Agreement Buyer’s proposed entry onto the Property for such Environmental Investigation, the name of Buyer’s environmental consultant who will conduct the investigation, evidence of the consultant’s level of expertise and experience, and a description of the Environmental Investigation to be performed. If the Environmental Investigation will occur within the Building, Seller may require that such Environmental Investigation be performed either before or after Seller’s regular working hours so as not to interfere with Seller’s use and occupancy of the Building. If Buyer proposes any Invasive Testing, then in addition to the foregoing information, Buyer shall submit to Seller the location of any proposed borings for soil and/or groundwater sampling, the sampling and analytical methods to be used, the chemical parameters and other conditions to be tested, the health and safety plan to be followed, and the measures to be taken to restore the affected areas to pre-existing conditions following completion of the Invasive Testing. Seller shall give Buyer written notice of approval or disapproval of Buyer’s Invasive Testing investigation plan within five (but in no event more than 45 5) business 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 receipt of the Real Property foregoing information. If Seller reasonably objects to the environmental consultant or objects to the Invasive Testing investigation plan proposed by Buyer, Seller shall give Buyer written notice of such disapproval and the reasons therefor within said five (which 5) business day period. Thereafter, Seller and Buyer shall include a limited asbestos survey) promptly meet and negotiate in good faith 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. 7.7.2remove Seller’s objections. In the event that the parties are unable to agree, Seller’s objections shall stand and Buyer may either terminate the Agreement, choose another environmental consultant or elect to revise its Invasive Testing investigation plan so as a result of to remove Seller’s objections. Buyer shall, at its sole cost and expense, obtain any of the Phase I environmental investigations, Transferee's environmental expert determines that further investigation is recommended or remedial action by Transferor is and all permits and approvals required by law, Transferee from applicable governmental agencies prior to commencing any Invasive Testing. Buyer shall promptly notify Transferornot install any monitoring xxxxx. If Transferee's environmental expert determines as a result Buyer seeks to sample groundwater, Buyer shall do so through hydropunch or other geoprobe sampling procedures. Seller’s representatives may be present at all times during the activities of such Phase I or further investigation that remedial action is required by Transferor, Transferor Buyer and/or Buyer’s Parties on the Property. Seller shall have the right right, at Seller’s expense to engage a nationally- take split samples or regionally-known reputable verification samples from any Invasive Testing conducted by Buyer. All Environmental Investigations shall be subject to Section 7(e) hereof. If any reports, studies, tests, documents or information applicable to the environmental auditing company reasonably acceptable to Transferee to provide a second opinion, in which case the parties agree to use an average condition of the two estimates for purposes Property arising out of clauses (i) and (ii) below. Subsequent an Environmental Investigation or any Invasive Testing are required to be disclosed to a federal, state or local agency or governmental body, then Buyer agrees that Seller shall be the party to furnish such documentation to the determination applicable governmental agency having jurisdiction over the Property and neither Buyer nor its agents, employees or environmental consultants shall furnish such information to the applicable governmental agencies. If there is a demand for such information generated by an Environmental Investigation or any Invasive Testing by a governmental agency or by legal process issued by a court of competent jurisdiction and Buyer has received actual notice of such demand, Buyer shall promptly provide notice of such demand to Seller and afford Seller an opportunity to impose any objections or defenses to such demand. Buyer agrees that copies of all reports, studies and other documents and information generated or prepared by or for Buyer in connection with Buyer’s Environmental Investigations or any Invasive Testing of the estimates Property shall be furnished to Seller within five (5) business days 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 Buyer’s receipt 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 problem requiring remediation and the specific property subject to the remediation requirementsame.

Environmental Investigations. 7.7.1(i) Prior to Closing, Seller and/or Purchaser may, at their own cost and expense, conduct or cause to be conducted their own Phase 1 and Phase 2 environmental site assessments, and any follow up investigation, of the Facilities and the Facilities Switchyard as Seller and/or Purchaser deem necessary. As soon The party conducting such assessments shall provide the other party with (1) a copy of any written reports resulting from such assessments; and (2) timely notice of any Environmental Condition(s) that require public disclosure or reporting to a regulatory authority or Remediation. Purchaser shall cooperate with and allow Seller to conduct such assessments and investigation. The results of such assessments and investigation shall not be binding on the Parties, and shall not be deemed to constitute an agreement by the Parties as practicable after to the date existence or extent of this Agreement current Environmental Conditions at the Facilities. (but ii) Following the Closing, Purchaser and Seller shall each appoint a representative to serve as an environmental liaison. Purchaser’s environmental liaison shall provide Seller’s environmental liaison with access to all information of Purchaser related to Environmental Conditions at the Facilities, consistent with Purchaser’s normal record creation and retention policies and subject to a reasonable and appropriate non-disclosure agreement. The liaisons will meet periodically to address questions of Seller and to discuss generally Environmental Conditions at the Facilities that would affect the Retained Environmental Liabilities, including the status of ongoing Remediation programs. (iii) Without limiting the generality of the foregoing, Purchaser’s environmental liaison will provide Seller’s environmental liaison with notice of and documentation relating to the initiation of any legal action and any threatened legal action of which Purchaser becomes aware, in no event more than 45 days after each case that could reasonably be expected to affect Retained Environmental Liabilities. Purchaser also will provide Seller’s liaison with a reasonable opportunity to review and comment on any new material Remediation initiative and on environmental expenditures in the date of this Facilities’ annual budgets that could reasonably be expected to affect Retained Environmental Liabilities. If requested by Seller’s liaison, Purchaser will present Seller’s views on such environmental expenditures to the Engineering and Operating Committee (as defined in the Facilities Operating Agreement), Transferee may retain a reputableand will allow Seller to participate in such presentation. (iv) If Seller’s liaison has significant concerns that an environmental matter will adversely affect Retained Environmental Liabilities, nationally- or regionally-known environmental audit companyand the liaisons cannot satisfactorily address the concerns by themselves, at its own expense, the liaisons shall elevate the concerns to conduct a Phase I environmental audit of the Real Property (which shall include a limited asbestos survey) senior officers to be transferred designated by each party prior to Transferee at Closing, or on such parcels of the Real Property as Transferee may determine. Transferor will comply with any reasonable request Closing 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 investigationfurther good faith discussions. 7.7.2(v) The rights granted to Seller under this Section 6.1(c) shall not in any way alter or limit any rights retained by Seller under Section 2.1(h). In the event that as a result of any Purchaser transfers all or substantially all of the Phase I environmental investigationsAssets to another Person and Purchaser is no longer the Operating Agent or a Facilities Owner, Transferee's environmental expert determines that further investigation is recommended Purchaser shall cause such Person to assume Purchaser’s obligations to Seller under Sections 6.1(c)(ii) through (v), or remedial action by Transferor is required by law, Transferee shall promptly notify Transferor. If Transferee's environmental expert determines make such other arrangements 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 are 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 problem requiring remediation and the specific property subject to the remediation requirementSeller.

Environmental Investigations. 7.7.1. As soon as practicable after (a) During the period commencing on the date of this Agreement (but in no event more than 45 days after hereof and ending on the date immediately preceding the Closing Date, Purchasers will conduct at their own cost, Phase II environmental investigations at the Subject Companies' facilities identified on Annex B. Purchasers shall deliver to Sellers a proposed work schedule for all facilities and a proposed scope of this Agreement)work for each facility. Purchasers and Sellers shall use their respective commercially reasonable efforts to promptly agree upon the schedule and scope of work at each facility. Purchasers shall use their commercially reasonable efforts to complete such investigations on or before February 28, Transferee may retain a reputable2013. Sellers shall use their commercially reasonable efforts to assist Purchasers in completing such investigations on or before February 28, 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 investigation2013. 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 (b) Purchasers and their Representatives shall have the right to engage take soil, sediment and groundwater samples, and take other investigative measures, including the installation of groundwater monitoring xxxxx, at such facilities. The investigations shall be performed in a nationally- safe and workmanlike manner, pursuant to generally accepted standards, practices and procedures for the performance of similar activities in the industry. Purchasers or regionally-known reputable environmental auditing company reasonably acceptable to Transferee to provide a second opinion, their Representatives will obtain all Permits required by applicable Laws and will otherwise comply with all applicable Laws in which case the parties agree to use an average performance of the two estimates for purposes of clauses investigations. At Purchasers' request, Sellers shall use commercially reasonable efforts to assist Purchasers in their efforts to obtain such Permits. Purchasers and their Representatives will use commercially reasonable efforts to ensure that the investigation activities do not unreasonably interfere with the Subject Companies' operations at such facilities. (c) Sellers shall, and shall cause the Subject Companies to, (i) and grant reasonable access to such facilities to conduct the investigation activities described in this Section 5.16; (ii) below. Subsequent provide commercially reasonable cooperation to Purchasers and their Representatives in the performance of such investigation activities, and (iii) inform Purchasers and their Representatives of the location of all underground utilities and structures, including, but not limited to, cables, water lines, gas lines, electrical lines, storage tanks, piping and sewers, and any other underground obstructions. (d) At Sellers' request, Purchasers shall provide Sellers with a copy of any final data prepared by Purchasers' Representatives with respect to the determination investigations described in this Section 5.16. (e) Purchasers shall promptly notify Sellers of any Environmental Matter discovered during the estimates of the remediation costsinvestigation activities that requires, or is reasonably likely to require, the parties shall proceed as follows: (i) Transferor shall cause Subject Company to notify or disclose the Environmental Matter to a Governmental Entity. If, in the opinion of Sellers' or the Subject Company's legal counsel, such remedial action Environmental Matter is required to be performed noticed or disclosed to a Governmental Entity, Sellers shall, or cause the Subject Company to, promptly notify or disclose such Environmental Matter to the appropriate Governmental Entity in accordance with all applicable Environmental LawsLaw. (f) Upon completion of the investigation activities contemplated in this Section 5.16, if the aggregate cost thereof maximum potential Environmental Liabilities, in the opinion of Primary Purchaser provided on a basis consistent with normal industry practice and standards in the environmental consulting industry in the market in which the relevant Subject Company's facility is $2,000,000 or less; and (ii) if the cost of such remedial action located, exceeds $2,000,000 and Transferor does not elect to cause remedial action to 27.0 million, then the Indemnification Escrow Amount shall 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 increased by an amount equal to the Cash Consideration paid at Closing. If Transferor remediates or Transferee accepts amount by which 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 problem requiring remediation and the specific property subject to the remediation requirementaggregate maximum potential Environmental Liabilities exceeds $27.0 million.

Environmental Investigations. 7.7.1. As soon as practicable (a) Purchaser and its Affiliates and Representatives have started to conduct and after the date of this Agreement (but may continue conducting, in no event more than 45 days after the date of this Agreement)their discretion and at their own cost, Transferee may retain a reputable, nationally- or regionally-known environmental audit company, at its own expense, to conduct a Phase I environmental audit investigations at the Subject Companies’ facilities identified on Annex B. At Purchaser’s discretion and also at Purchaser’s own cost, Purchaser and its Affiliates and Representatives also may conduct Phase II environmental investigations. In such case, Purchaser shall deliver to Sellers a proposed Phase II work schedule for all facilities and a proposed scope of the Real Property (work for each facility for Sellers’ approval, which shall include a limited asbestos surveynot be unreasonably withheld, delayed or conditioned. Purchaser shall use its Commercially Reasonable Efforts to complete such investigations on or before October 15, 2014. Sellers shall use their Commercially Reasonable Efforts to assist Purchaser in completing such investigations on or before October 15, 2014. (b) 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 Purchaser and its agents access to all areas of the Real Property, at reasonable times Affiliates 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 Representatives shall have the right to engage take soil, sediment and groundwater samples, and take other investigative measures, including the installation of groundwater monitoring xxxxx, at such facilities. The investigations shall be performed in a nationally- safe and workmanlike manner, pursuant to generally accepted standards, practices and procedures for the performance of similar activities in the industry. Purchaser or regionally-known reputable environmental auditing company reasonably acceptable to Transferee to provide a second opinion, their Representatives will obtain all Permits required by applicable Laws and will otherwise comply with all applicable Laws in which case the parties agree to use an average performance of the two estimates for purposes of clauses investigations. At Purchaser’s request, Sellers shall use commercially reasonable efforts to assist Purchaser in its efforts to obtain such Permits. Purchaser and their Representatives will use Commercially Reasonable Efforts to ensure that the investigation activities do not unreasonably interfere with the Subject Companies’ operations at such facilities. (c) Sellers and the Company shall, and shall cause the Subject Companies to, (i) and grant reasonable access to such facilities to conduct the investigation activities described in this Section 5.16; (ii) below. Subsequent provide commercially reasonable cooperation to Purchaser and its Affiliates and Representatives in the performance of such investigation activities; and (iii) inform Purchaser and their Representatives of the location of all underground utilities and structures, including, but not limited to, cables, water lines, gas lines, electrical lines, storage tanks, piping and sewers, and any other underground obstructions. (d) At Sellers’ request, Purchaser shall provide Sellers with a copy of any final data prepared by Purchaser’s Representatives with respect to the determination investigations described in this Section 5.16. (e) Purchaser shall promptly notify Sellers of any Environmental Matter discovered during the estimates of the remediation costsinvestigation activities that requires, or is reasonably likely to require, the parties shall proceed as follows: (i) Transferor shall cause Subject Company to notify or disclose the Environmental Matter to a Governmental Entity. If, in the opinion of Sellers’ or the Subject Company’s legal counsel, such remedial action Environmental Matter is required to be performed noticed or disclosed to a Governmental Entity, Sellers shall, or cause the Subject Company to, prior to the Closing, promptly notify or disclose such Environmental Matter to the appropriate Governmental Entity in accordance with all applicable Environmental LawsLaw. (f) Upon completion of the investigation activities contemplated in this Section 5.16, if the aggregate cost thereof maximum potential Environmental Liabilities, in the opinion of Purchaser provided on a basis consistent with normal industry practice and standards in the environmental consulting industry in the market in which the relevant Subject Company’s facility is $2,000,000 or less; and (ii) if the cost of such remedial action located, exceeds $2,000,000 and Transferor does not elect to cause remedial action to 18,000,000, then the Indemnification Escrow Amount shall 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 increased by an amount equal to the Cash Consideration paid at Closing. If Transferor remediates or Transferee accepts amount by which 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 problem requiring remediation and the specific property subject to the remediation requirementaggregate maximum potential Environmental Liabilities exceeds $18,000,000.

Environmental Investigations. 7.7.1During the Option Term and any Option Term Extension, Optionee and Optionee’s Agents may enter the Property to perform such non-invasive environmental assessments of the Property (“Environmental Investigation”) which Optionee elects to undertake at Optionee’s sole cost and expense with respect to the Property; provided, however, in no event shall Optionee perform any “Phase II Environmental Assessment” or any testing of soil and/or groundwater of the Property (“Invasive Testing”) without Optionor’s prior written consent and compliance with this Section 7(d) . As soon as practicable after Prior to performing any Environmental Investigation, Optionee shall submit to Optionor at the address for notice set forth in Section 16(a) below, at least five (5) business days prior to the date of this Agreement Optionee’s proposed entry onto the Property for such Environmental Investigation, the name of Optionee’s environmental consultant who will conduct the investigation, evidence of the consultant’s level of expertise and experience, and a description of the Environmental Investigation to be performed. If Optionee proposes any Invasive Testing, then in addition to the foregoing information, Optionee shall submit to Optionor the location of any proposed borings for soil and/or groundwater sampling, the sampling and analytical methods to be used, the chemical parameters and other conditions to be tested, the health and safety plan to be followed, and the measures to be taken to restore the affected areas to pre-existing conditions following completion of the Invasive Testing. Optionor shall give Optionee written notice of approval or disapproval of Optionee’s Invasive Testing investigation plan within five (but in no event more than 45 5) business 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 receipt of the Real Property foregoing information. If Optionor reasonably objects to the environmental consultant or objects to the Invasive Testing investigation plan proposed by Optionee, Optionor shall give Optionee written notice of such disapproval and the reasons therefor within said five (which 5) business day period. Thereafter, Optionor and Optionee shall include a limited asbestos survey) promptly meet and negotiate in good faith 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. 7.7.2remove Optionor’s objections. 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 are unable to use an average of agree, Optionor’s objections shall stand and Optionee may either terminate the two estimates for purposes of clauses (i) and (ii) below. Subsequent to the determination of the estimates of the remediation costsAgreement, 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 choose another environmental consultant or less; and (ii) if the cost of such remedial action exceeds $2,000,000 and Transferor does not elect to cause remedial action revise its Invasive Testing investigation plan so as to be performed in accordance with remove Optionor’s objections. Optionee shall, at its sole cost and expense, obtain any and all permits and approvals required from applicable Environmental Laws, Transferee may elect either governmental agencies prior 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 problem requiring remediation and the specific property subject to the remediation requirement.commencing any