Common use of Environmental Site Assessments and Retained Property Clause in Contracts

Environmental Site Assessments and Retained Property. (a) Parties agree that Buyer, at its sole cost and expense, may conduct through one or more environmental consultants, environmental site assessments (including, but not limited to, Phase 1 assessments and any environmental testing deemed by Buyer to be appropriate as a result thereof) on any Owned Real Property and, to the extent owned or controlled by Seller or any of its affiliates or otherwise permitted by the Real Property Leases, the Leased Real Property (collectively, the “ESA Properties”). In connection with the performance of an environmental site assessment, Seller will, and will cause its affiliates to, give Buyer and its representatives reasonable access during normal business hours to (i) the ESA Properties, (ii) personnel and representatives of Seller responsible for the ESA Properties and (iii) Records relating to the ESA Properties. Buyer shall give reasonable advanced notice prior to the performance of any environmental site assessment. Seller shall use reasonable efforts to obtain authorizations from third parties to the extent necessary to review relevant Records or to gain access to the ESA Properties. Buyer and its representatives shall abide by Seller’s and any relevant third party’s safety rules, regulations and operating policies and shall coordinate such environmental site assessments in a manner that minimizes interference with the operation of the Business. (b) In the event any environmental site assessment identifies a recognized environmental condition on any Owned Real Property, Buyer shall have the right, in its sole discretion, to require that such Owned Real Property (an “ESA Retained Property”) be retained by Seller until such time as the recognized environmental condition is remediated or otherwise resolved in a manner reasonably acceptable to Buyer, at which time the ESA Retained Property shall be conveyed to Buyer or its designee within a commercially reasonable time upon its request. Until such time as such ESA Retained Property is conveyed to Buyer or its designee, Seller shall grant Buyer or its designee a three-year lease on terms acceptable to Buyer, which terms shall include, without limitation, a base rental payment equal to the total amount of (i) the ad valorem taxes payable with respect to the applicable ESA Retained Property during the term of such lease, and (ii) special assessments, if any, payable with respect to the applicable ESA Retained Property during the term of such lease. If, at the end of the term of such three-year lease, such ESA Retained Property has not been conveyed to Buyer or its designee, Seller and Buyer shall either enter into a new lease with terms and conditions mutually acceptable to Seller and Buyer or Buyer shall vacate the premises.

Environmental Site Assessments and Retained Property. (a) Parties agree that Buyer, at its sole cost and expense, may conduct through one or more environmental consultants, environmental site assessments (including, but not limited to, Phase 1 assessments and any environmental testing deemed by Buyer to be appropriate as a result thereof) on any Owned Real Property and, to the extent owned or controlled by any Seller or any of its their affiliates or otherwise permitted by the Real Property Leases, the Leased real property covered by Real Property Leases (collectivelytogether with the Real Property, the “ESA Properties”). In connection with the performance of an environmental site assessment, Seller Sellers will, and will cause its their affiliates to, give Buyer and its representatives reasonable access during normal business hours to (i) the ESA Properties, (ii) personnel and representatives of Seller Sellers responsible for the ESA Properties and (iii) Records relating to the ESA Properties. Buyer shall give reasonable advanced notice prior to the performance of any environmental site assessment. Seller Sellers shall use reasonable efforts to obtain authorizations from third parties to the extent necessary to review relevant Records or to gain access to the ESA Properties. Buyer and its representatives shall abide by Seller’s Sellers’ and any relevant third party’s safety rules, regulations and operating policies and shall coordinate such environmental site assessments in a manner that minimizes interference with the operation of the Business. (b) In the event any environmental site assessment identifies a recognized environmental condition on any Owned Real Propertycondition, Buyer shall have the right, in its sole discretion, to require that such Owned Real Property or Real Property Lease (an a “ESA Retained Property”) be retained by Seller Sellers until such time as the recognized environmental condition is remediated or otherwise resolved in a manner reasonably acceptable to the sole satisfaction of Buyer, at which time the ESA Retained Property shall be conveyed to Buyer or its designee within a commercially reasonable time upon its request. Until such time as such ESA Retained Property is conveyed to Buyer or its designee, Seller Sellers shall grant Buyer or its designee a three-year perpetual lease on terms acceptable to BuyerBuyer and with a nominal annual lease payment of $1.00 (triple net) or, which terms shall include, without limitation, a base rental payment equal to the total amount extent preempted by an existing lease, full rights of (i) the ad valorem taxes payable with respect access to the applicable ESA Retained Property during the term of extent permitted under such lease, and (ii) special assessments, if any, payable with respect to the applicable ESA Retained Property during the term of such lease. If, at the end of the term of such three-year lease, such ESA Retained Property has not been conveyed to Buyer or its designee, Seller and Buyer shall either enter into a new lease with terms and conditions mutually acceptable to Seller and Buyer or Buyer shall vacate the premises.