Common use of Environmental Site Assessment Clause in Contracts

Environmental Site Assessment. Within sixty (60) days of the execution of this Agreement, Buyer may engage an environmental consulting firm that is reasonably acceptable to the Xxxxxx Entities for the purpose of obtaining a Phase I Environmental Assessment for each of the parcels of the Real Property (the “Environmental Assessment”). In the event the Environmental Assessment describes any recognized environmental conditions (the “Identified Environmental Conditions”) or indicates any potential that such conditions may exist that could reasonably be expected to result in a liability of Buyer, then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of the Identified Environmental Conditions. If any such Environmental Assessment or additional testing reflects the existence of the Identified Environmental Conditions, the Xxxxxx Entities shall cause such conditions to be remedied prior to Closing such that no Identified Environmental Conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 days of such date, the Xxxxxx Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 necessary to accomplish such remediation; provided further, that the Xxxxxx Entities shall not be obligated to expend in the aggregate in excess of One Million Dollars ($1,000,000) (the “Remediation Cap”) to effect such remediation prior to Closing. In the event that the aggregate amount of the remediation cost with respect to the Identified Environmental Conditions exceeds the Remediation Cap (any such specifically identified excess amount, the “Remediation Overage”), the Xxxxxx Entities may elect not to take such remedial action. In such event, Buyer may require the Xxxxxx Entities to proceed to Closing, in which event Buyer shall receive a reduction in the Purchase Price at Closing equal to One Million Dollars ($1,000,000), and in exchange for such reduction, the Xxxxxx Entities thereafter shall be relieved of any liability to Buyer with respect to the Remediation Overage (whether pursuant to this Agreement or otherwise). Alternatively, if the Xxxxxx Entities elect not to take such remedial action, Buyer may terminate this Agreement by notice to the Xxxxxx Entities given within ninety (90) days after the date of this Agreement (provided that in any event Buyer shall have twenty (20) days after notification by the Xxxxxx Entities that no remedial action shall be taken to terminate this Agreement). Subject to the other provisions of this Section 5.6, such Environmental Assessment shall not relieve the Xxxxxx Entities of any obligation with respect to any representation, warranty or covenant of the Xxxxxx Entities in this Agreement or waive any condition to Buyer’s obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment shall be paid by Buyer.

Environmental Site Assessment. Within sixty (60a) days of Subject to the execution terms of this AgreementSection 8.7, Buyer may engage Purchaser, at its sole expense, shall have the right to enter upon a Location at reasonable times to perform an environmental consulting firm that is reasonably acceptable to the Xxxxxx Entities for the purpose of obtaining a Phase I Environmental Site Assessment for each of the parcels of the Real Property (the “Environmental Assessment”). In the event the Environmental Assessment describes any recognized environmental conditions (the “Identified Environmental ConditionsESA”) or indicates any potential that such conditions may exist that could reasonably be expected to result in a liability of Buyer, then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of Location before the Identified Environmental Conditions. If any such Environmental Assessment or additional testing reflects the existence of the Identified Environmental Conditions, the Xxxxxx Entities shall cause such conditions to be remedied prior to Closing such that no Identified Environmental Conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 days of such date, the Xxxxxx Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 necessary to accomplish such remediation; provided further, that the Xxxxxx Entities shall not be obligated to expend in the aggregate in excess of One Million Dollars ($1,000,000) (the “Remediation Cap”) to effect such remediation prior to Closing. In the event that the aggregate amount of the remediation cost with respect to the Identified Environmental Conditions exceeds the Remediation Cap (any such specifically identified excess amount, the “Remediation Overage”), the Xxxxxx Entities may elect not to take such remedial action. In such event, Buyer may require the Xxxxxx Entities to proceed to Closing, in which event Buyer shall receive a reduction in the Purchase Price at Closing equal to One Million Dollars ($1,000,000), and in exchange for such reduction, the Xxxxxx Entities thereafter Any ESA performed by Purchaser shall be relieved completed, with results forwarded to Seller if so requested, not later than the end of any liability to Buyer with respect to business on the Remediation Overage date which is thirty (whether pursuant to this Agreement or otherwise). Alternatively, if the Xxxxxx Entities elect not to take such remedial action, Buyer may terminate this Agreement by notice to the Xxxxxx Entities given within ninety (9030) days after the execution date of this Agreement Agreement. TIME IS OF THE ESSENCE FOR PURCHASER’S ESA. (provided b) Purchaser understands and agrees that any access to a Location shall occur at reasonable times agreed by Seller and Purchaser after reasonable prior written notice to Seller (which shall, in any event Buyer shall have twenty event, be at least five (205) days after notification by the Xxxxxx Entities that no remedial action in advance) and shall be taken conducted so as not to unreasonably interfere with the use and operation of the Location. Purchaser must provide Seller with a reasonable detailed scope of the tests and work to be conducted as part of the ESA at the Location (together with any plans and specifications and permits necessary for such tests or work), which must be approved by Seller exercising its reasonable commercial discretion, prior to the commencement of any work or entry by Purchase onto the Location. Seller shall have, unless Seller elects to waive such right, the right to accompany Purchaser during the ESA at the Location. Any ESA performed at the Location pursuant to the terms of this Agreement shall be done at Purchaser’s sole cost and expense by agents, consultants or contractors hired by Purchaser who are reasonable satisfactory to Seller. Purchaser shall, at all times prior to Closing, require its consultants, contractors and others engaged by Purchaser to conduct the ESA to obtain and maintain comprehensive and general liability insurance, in type, form, and amount reasonably satisfactory to Seller and naming Seller as an additional insured. (c) Purchaser shall provide Seller with copies of all reports, tests or other documents it prepares or has prepared for it in connection with the ESA. Purchaser or any of its agents, consultants or contractors shall not report any findings of the ESA of the environmental condition of the Location to the applicable governmental authority, unless required by law. If any contamination or environmental condition is discovered as a result of the ESA which would interfere with ongoing operation of the impacted property the parties shall work together to resolve the condition as required by law or regulation which shall not, in any event, delay the closing. Alternatively, and in its sole discretion, Seller may terminate this Agreement). Subject contract and refund the deposit paid to date by Purchaser with no further liability to the other provisions Purchaser. (d) Purchaser at its sole cost and expense shall return the Location to its previous condition upon completion of this Section 5.6its activities in connection with the ESA and shall indemnify and hold Seller harmless for the acts of Purchaser and/or Purchaser’s agents, such Environmental Assessment employees or contractors in performing the ESA. Purchaser shall promptly, upon notice from Seller, reimburse Seller for all sums, costs and expenses, including court costs and reasonable attorney’s fees and expenses, incurred by Seller attributable to or caused by Purchaser’s ESA at the Location. Purchaser’s failure to conduct an ESA shall not relieve be a reason for Purchaser’s refusal to consummate a transaction and Purchaser’s failure to perform or complete an ESA shall not extend the Xxxxxx Entities of any obligation with respect to any representation, warranty or covenant of date for the Xxxxxx Entities in this Agreement or waive any condition to Buyer’s obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment shall be paid by BuyerClosing.

Environmental Site Assessment. Within sixty (60) days of the execution of this Agreement, Buyer may engage an environmental consulting firm that is reasonably acceptable to the Xxxxxx Entities for the purpose of obtaining obtain a Phase I Environmental Assessment for each of the parcels of the Real Property (the “"Environmental Assessment”"). In the event the Environmental Assessment describes (including the materials referenced in Schedule 2. 30.1) discloses any recognized environmental conditions (the “Identified Environmental Conditions”) or indicates any potential that such conditions may exist that could reasonably be expected to result in a liability of Buyerexist, then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of the Identified Environmental Conditionsany such conditions. If any such Environmental Assessment (including the materials referenced in Schedule 2.30.1) or additional testing reflects the existence of the Identified Environmental Conditionsany such conditions, the Xxxxxx Entities Sellers shall cause such the conditions to be remedied as quickly as possible (and in all events prior to Closing Closing) such that no Identified Environmental Conditions recognized environmental conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 days of such date, the Xxxxxx Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 necessary to accomplish such remediation; provided further, that the Xxxxxx Centennial Entities shall not be obligated to expend in the aggregate in excess of One Million Seven Hundred Fifty Thousand Dollars ($1,000,000) (the “Remediation Cap”750,000) to effect such remediation prior to Closingremediation. In the event that such remedial action(s) does cost in the aggregate amount in excess of the remediation cost with respect to the Identified Environmental Conditions exceeds the Remediation Cap Seven Hundred Fifty Thousand Dollars (any such specifically identified excess amount, the “Remediation Overage”$750,000), the Xxxxxx Centennial Entities may elect not to take such remedial action. In such event, Buyer may require the Xxxxxx Centennial Entities to proceed to Closing, in which event Closing and Buyer shall receive a reduction in the Purchase Price at Closing equal to One Million Closing, in the amount of Seven Hundred Fifty Thousand Dollars ($1,000,000), and in exchange for such reduction, the Xxxxxx Entities thereafter shall be relieved of any liability to Buyer with respect to the Remediation Overage (whether pursuant to this Agreement or otherwise750,000). Alternatively, if the Xxxxxx Entities elect not to take such remedial action, Buyer may terminate this Agreement by notice to the Xxxxxx Entities Sellers given within ninety (90) days after the date of this Agreement (provided that Agreement, and in any the event Buyer of such termination, neither the Centennial Entities nor Sellers shall have twenty liability to Buyer (20other than the return of the Letter of Credit) days after notification by the Xxxxxx Entities that no remedial action shall be taken to terminate this Agreement)as a result of such termination. Subject to the other provisions of this Section 5.6, such Such Environmental Assessment shall not relieve Sellers or the Xxxxxx Centennial Entities of any obligation with respect to any representation, warranty or covenant of Sellers or the Xxxxxx Centennial Entities in this Agreement or waive any condition to Buyer’s 's obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment shall be paid by Buyer.

Environmental Site Assessment. Within sixty (60a) If requested of Buyer by Buyer Lenders, within forty-five (45) days of the execution of this Agreement, Buyer may engage at its expense an environmental consulting firm that is reasonably acceptable to the Xxxxxx SBS Entities for the purpose of obtaining a Phase I Environmental Assessment for each of the parcels of the Real Property leased by the SBS Entities pursuant to the Real Property Leases (the “"Environmental Assessment”"). In the event the Environmental Assessment describes any recognized environmental conditions (the “Identified Environmental Conditions”) or indicates any potential that such conditions may exist Conditions that could reasonably be expected to result in a liability of BuyerBuyer ("Adverse Environmental Conditions"), then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of the Identified any such Adverse Environmental Conditions. The SBS Entities shall cooperate with Buyer and use their commercially reasonable efforts to assist Buyer in obtaining the Environmental Assessment and any such additional testing. Notwithstanding the foregoing, if and to the extent a landlord under a Real Property Lease prohibits Buyer or its agent from conducting an Environmental Assessment or any additional testing, Buyer shall not be permitted to conduct such Environmental Assessment or additional testing. (b) If any such Environmental Assessment or additional testing reflects the existence of any such Adverse Environmental Conditions and if such Adverse Environmental Conditions were caused by the Identified Environmental Conditionsactions or omissions of the SBS Entities, the Xxxxxx SBS Entities shall cause such conditions the Adverse Environmental Conditions to be remedied prior to Closing such that no Identified recognized Adverse Environmental Conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 sixty (60) days of such date, the Xxxxxx SBS Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 sixty (60) necessary to accomplish such remediation; provided further, that the Xxxxxx Entities no SBS Entity shall not be obligated to expend in the aggregate in excess of One Million Seventy-Five Thousand Dollars ($1,000,00075,000) (the “"Remediation Cap”") to effect such remediation prior to Closing. In the event that the aggregate amount of the remediation cost with respect to the Identified such Adverse Environmental Conditions that are identified prior to Closing exceeds the Remediation Cap (any such specifically identified excess amountCap, the “Remediation Overage”), the Xxxxxx SBS Entities may elect not to take such remedial action. In such event, Buyer may require the Xxxxxx SBS Entities to proceed to Closing, in which event Buyer shall receive a reduction in the Purchase Price at Closing equal to One Million Dollars ($1,000,000)the aggregate amount of the remediation cost with respect to such Adverse Environmental Conditions, and in exchange for such reduction, the Xxxxxx SBS Entities thereafter shall be relieved of any liability to Buyer with respect to the Remediation Overage such costs (whether pursuant to this Agreement or otherwise). Alternatively, if the Xxxxxx Entities elect not to take such remedial action, Buyer may terminate this Agreement by notice to the Xxxxxx SBS Entities given within ninety (90) days after the date of this Agreement (provided that in any event Buyer shall have twenty (20) days after notification by the Xxxxxx SBS Entities that no remedial action shall be taken to terminate this Agreement). (c) If any such Environmental Assessment or additional testing reflects the existence of any Adverse Environmental Conditions and if such Adverse Environmental Conditions were not caused by the actions or omissions of the SBS Entities, the SBS Entities, at their election, may cause such Adverse Environmental Conditions to be remedied prior to Closing such that no recognized Adverse Environmental Conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within sixty (60) days of such date, the SBS Entities may postpone the Closing in order to accomplish such remediation for the number of days up to sixty (60) necessary to accomplish such remediation. If the SBS Entities elect not to take such remedial action and the aggregate amount of the remediation cost with respect to such Adverse Environmental Conditions could reasonably be expected to exceed Twenty-five Thousand Dollars ($25,000), Buyer may terminate this Agreement by notice to the SBS Entities given within ninety (90) days after the date of this Agreement (provided that in any event Buyer shall have twenty (20) days after notification by the SBS Entities that no remedial action shall be taken to terminate this Agreement). (d) Subject to the other provisions of this Section 5.6, such the Environmental Assessment shall not relieve the Xxxxxx SBS Entities of any obligation with respect to any representation, warranty or covenant of the Xxxxxx SBS Entities in this Agreement or waive any condition to Buyer’s 's obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment shall be paid by Buyer.

Environmental Site Assessment. Within sixty It is understood that before NPS acquires or conveys an interest in real property, a pre-acquisition Environmental Site Assessment (60“ESA”) days survey must be undertaken for each parcel involved in the Exchange and the resulting reports must be reviewed and approved by NPS. The ESA will determine whether any hazardous substances or other unacceptable environmental conditions exist on or near the properties to be exchanged. It is further understood that KBS will hire a qualified independent environmental contractor to perform the ESA surveys using a Statement of the execution of this Agreement, Buyer may engage an environmental consulting firm that is reasonably acceptable to the Xxxxxx Entities Work provided by NPS. The client for the purpose of obtaining a Phase I Environmental Assessment for each of the parcels of the Real Property (the “Environmental Assessment”). In the event the Environmental Assessment describes any recognized environmental conditions (the “Identified Environmental Conditions”) or indicates any potential that such conditions may exist that could reasonably report must be expected to result in a liability of Buyer, then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of the Identified Environmental Conditions. If any such Environmental Assessment or additional testing reflects the existence of the Identified Environmental Conditions, the Xxxxxx Entities shall cause such conditions to be remedied prior to Closing such that no Identified Environmental Conditions exist; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 days of such date, the Xxxxxx Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 necessary to accomplish such remediation; provided further, that the Xxxxxx Entities shall not be obligated to expend in the aggregate in excess of One Million Dollars ($1,000,000) (the “Remediation Cap”) to effect such remediation prior to Closingidentified as NPS. In the event that contaminants are found on the aggregate amount CNLV Parcel, it shall be at the discretion of NPS to elect to: (A) proceed with the acquisition of the CNLV Parcel, as is; (B) request that CNLV assume responsibility for the environmental remediation cost of the CNLV Parcel prior to accepting the CNLV Deed and Amendment and consummating the Exchange; or (C) proceed with respect the acquisition of a portion of the CNLV Parcel that is unaffected by the contaminants (with the legal description of the CNLV Parcel to be revised to eliminate such affected areas). By the same token, in the event that contaminants are found on the NPS Parcels, it shall be at the discretion of CNLV, after consultation with KBS, to elect to: (A) proceed with the acquisition of the NPS Parcels, as is; (B) request that NPS assume responsibility for the environmental remediation of the NPS Parcels prior to accepting the NPS Deed and consummating the Exchange; (C) proceed with the acquisition of a portion of the NPS Parcels that is unaffected by the contaminants (with the legal descriptions of the NPS Parcels to be revised to eliminate such affected areas); or (D) request that NPS adjust the exact location of the affected Crossing(s) to the Identified Environmental Conditions exceeds next closest possible location such that the Remediation Cap (any affected Crossing(s) will not contain such specifically identified excess amountcontaminant, but shall otherwise have a width and location that works for its attended purpose, with the “Remediation Overage”)understanding that determining an adjusted location may require further compliance as required under applicable laws and policies. If either CNLV or NPS is requested to assume, the Xxxxxx Entities but does not wish to assume responsibility for environmental remediation of their respective parcels, then such party may elect not to take such remedial action. In such event, Buyer may require proceed with the Xxxxxx Entities to proceed to Closing, in which event Buyer shall receive a reduction in the Purchase Price at Closing equal to One Million Dollars ($1,000,000)Exchange, and in exchange for such reduction, the Xxxxxx Entities thereafter shall be relieved of any liability to Buyer with respect to the Remediation Overage (whether pursuant to this Agreement or otherwise). Alternatively, if the Xxxxxx Entities elect not to take such remedial action, Buyer may shall terminate this Agreement by notice to the Xxxxxx Entities given within ninety (90) days after the date of this Agreement (provided that as set forth in any event Buyer shall have twenty (20) days after notification by the Xxxxxx Entities that no remedial action shall be taken to terminate this Agreement). Subject to the other provisions of this Section 5.6, such Environmental Assessment shall not relieve the Xxxxxx Entities of any obligation with respect to any representation, warranty or covenant of the Xxxxxx Entities in this Agreement or waive any condition to Buyer’s obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment shall be paid by Buyer17.

Environmental Site Assessment. (a) Within sixty thirty (6030) days of the execution of this Agreement, Buyer may engage an environmental consulting firm that is reasonably acceptable to the Xxxxxx Entities for the purpose of obtaining a obtain Phase I and Phase II Environmental Assessment for each Assessments (provided that such Phase II Environmental Assessments do not unreasonably disrupt the operations of the parcels Stations) at Buyer’s expense for all of the Real Property Interests (the “Environmental AssessmentAssessments”). In the event the any Environmental Assessment describes discloses any recognized environmental conditions (the “Identified that require remediation under Environmental Conditions”) Laws or indicates any potential that such conditions may exist that could reasonably be expected to result in a liability of Buyerexist, then Buyer may conduct or have conducted at its expense additional testing solely to confirm or negate the existence of the Identified Environmental Conditionsany such conditions. If any such Environmental Assessment or additional testing reflects the existence of any such conditions at any of the Identified Environmental ConditionsReal Property Interests, the Xxxxxx Entities Sellers shall cause such the conditions to be remedied prior to Closing such that no Identified Environmental Conditions existas quickly as possible; provided, however, that if remediation cannot be accomplished prior to the scheduled Closing Date, but can be accomplished within 120 days of such date, the Xxxxxx Entities may postpone the Closing in order to accomplish such remediation for the number of days up to 120 necessary to accomplish such remediation; provided further, that the Xxxxxx Entities Sellers shall not be obligated to expend in the aggregate for all parcels of the Real Property Interests of the Stations in excess of One Million Two Hundred Thousand Dollars ($1,000,000) (the “Remediation Cap”200,000.00) to effect such remediation prior for all Real Property Interests to Closingbe conveyed hereunder. In the event that such remedial action(s) does cost, in the aggregate amount aggregate, in excess of the remediation cost with respect to the Identified Environmental Conditions exceeds the Remediation Cap Two Hundred Thousand Dollars (any such specifically identified excess amount, the “Remediation Overage”$200,000.00), the Xxxxxx Entities Sellers may elect not to take such remedial action. In such event, to the extent Closing has not already occurred, Buyer may require the Xxxxxx Entities Sellers to proceed to Closingthe Closing of the Stations, in which event case, Buyer shall receive a reduction be responsible for any expense regarding remediation in the Purchase Price at Closing equal to One Million excess of Two Hundred Thousand Dollars ($1,000,000), and in exchange for such reduction, the Xxxxxx Entities thereafter shall be relieved of any liability to Buyer with respect 200,000.00) to the Remediation Overage (whether pursuant extent Buyer chooses to this Agreement or otherwise). Alternatively, if the Xxxxxx Entities elect not to take continue such remedial actionremediation; alternatively, Buyer may terminate this Agreement by notice to and receive return of the Xxxxxx Entities given within ninety Escrow Deposit (90) days after together with all interest or other proceeds from the date of this Agreement (provided that in any event Buyer investment thereof), and Sellers shall have twenty (20) days after notification by the Xxxxxx Entities that no remedial action shall be taken to terminate this Agreement). Subject to the other provisions of this Section 5.6, such Environmental Assessment shall not relieve the Xxxxxx Entities of any obligation with respect to any representation, warranty or covenant of the Xxxxxx Entities in this Agreement or waive any condition liability to Buyer’s obligations under this Agreement, except to the extent of the reduction in the Purchase Price and the Remediation Overage described above. The cost of completing the Environmental Assessment Assessments shall be paid by Buyer. (b) In the event Sellers’ remediation of an Environmental Assessment is not completed prior to Closing and Buyer chooses to proceed with Closing, Sellers shall continue to remediate such Environmental Assessment to the extent set forth in Section 6.17(a). Any amounts expended by Buyer to remediate any Environmental Assessment after the Closing shall be credited against the Threshold Amount in Section 10.5 to the extent Buyer is entitled to indemnification for any untrue representation or breach of warranty pursuant to Section 10.2(a).