Common use of Environmental Site Assessments Clause in Contracts

Environmental Site Assessments. As promptly as practicable after the execution of this Agreement, ATS may at its own cost and expense obtain, and deliver to Diablo full and complete copies of, Phase I environmental site assessment reports (the "Environmental Reports") on any or all of those certain parcels of real property described on Section 5.8 of the Diablo Disclosure Schedule. Site assessments shall be conducted by such consultants and professionals as ATS and Diablo shall mutually agree (collectively, the "Environmental Company"), shall be arranged at times mutually convenient to the parties, and shall be conducted in a manner which does not interfere with or inconvenience in any material manner any of the landlords or tenants at any of Diablo's sites. Each of Diablo and ATS shall be entitled to have representatives present at the time such site assessments are conducted, and to have copies of all correspondence with the Environmental Company: (a) On or before fifteen (15) business days after ATS' receipt of the last of the Environmental Reports, ATS shall give to Diablo written notice ("ATS' Environmental Notice") of ATS' disapproval of any matters shown in the Environmental Reports. ATS' failure to give ATS' Environmental Notice within such fifteen (15) business days shall be deemed to constitute ATS' approval of all matters disclosed by the Environmental Reports; (b) If ATS disapproves any environmental matters pursuant to ATS' Environmental Notice, Diablo shall deliver written notice ("Diablo's Environmental Notice") to ATS within ten (10) business days after Diablo's receipt of ATS' Environmental Notice, stating whether Diablo agrees to eliminate and remedy such matter prior to the Closing or, if such elimination or remedy is not feasible prior to the Closing, to effect such elimination and remedy thereafter and to indemnify and hold harmless ATS with respect to such remedy. If Diablo fails to timely deliver Diablo's Environmental Notice, or if Diablo delivers Diablo's Environmental Notice but states therein that Diablo is unwilling or unable to eliminate and remedy such environmental matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters (the "Disapproved Environmental Sites") from the Diablo Assets, a reduction of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval of the Environmental Reports, ATS or the Environmental Company notifies Diablo of any additional environmental matter, the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) above.

Environmental Site Assessments. As promptly as practicable Not later than sixty (60) days after the execution of this Agreement, ATS may at its own cost and expense obtain, and deliver to Diablo Seller full and complete copies of, Phase I environmental site assessment reports (the "Environmental Reports") on any or all of those certain parcels of real property described on Section 5.8 of the Diablo Seller Disclosure Schedule. Site assessments shall be conducted by such consultants and professionals as ATS and Diablo Seller shall mutually agree (collectively, the "Environmental Company"), and shall be arranged at times mutually convenient to the parties, and shall be conducted in a manner which does not interfere with or inconvenience in any material manner any of the landlords or tenants at any of Diablo's sites. Each of Diablo Seller and ATS shall be entitled to have representatives present at the time such site assessments are conducted, and to have copies of all correspondence with the Environmental Company:. (a) On or before fifteen (15) business days after ATS' receipt of the last each of the Environmental Reports, ATS shall give to Diablo Seller written notice ("ATS' Environmental Notice") of ATS' disapproval of any matters shown in the Environmental Reports. ATS' failure to give ATS' Environmental Notice within such fifteen (15) business days shall be deemed to constitute ATS' approval of all matters disclosed by the Environmental Reports;. (b) If ATS disapproves any environmental matters pursuant to ATS' Environmental Notice, Diablo Seller shall deliver written notice ("DiabloSeller's Environmental Notice") to ATS within ten fifteen (1015) business days after DiabloSeller's receipt of ATS' Environmental Notice, stating whether Diablo Seller agrees to eliminate and remedy such matter prior to the Closing or, if such elimination or remedy is not feasible prior to the Closing, to effect such elimination and remedy thereafter and to indemnify and hold harmless ATS with respect to such remedy. If Diablo Seller fails to timely deliver DiabloSeller's Environmental Notice, or if Diablo Seller delivers DiabloSeller's Environmental Notice but states therein that Diablo Seller is unwilling or unable to eliminate and remedy such environmental matters, ATS and Diablo Seller shall negotiate in good faith in an attempt to resolve such matters which resolution may, without limitation, take the form of eliminating one or more of the sites with disapproved environmental matters (the "Disapproved Environmental Sites") from the Diablo Seller Assets, a reduction of the Purchase Price or an indemnification (and or escrow) from Diablo Seller (not subject to the limitations as to time or amount specified in Section 5.9 and Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo Seller shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and5.9 shall govern. (c) If, at any time following ATS' approval of the Environmental Reports, ATS or the Environmental Company notifies Diablo Seller of any additional environmental matter, the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveabove with respect to the affected site.