Common use of Environmental Studies Clause in Contracts

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity or its shareholders.

Appears in 2 contracts

Samples: Merger Agreement (FNB Corp/Nc), Merger Agreement (Integrity Financial Corp)

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Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with United’s normal operations, and provided further, however, that United shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity United or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity United or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity United or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity United prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity United or its shareholders.

Appears in 2 contracts

Samples: Merger Agreement (United Financial Inc), Merger Agreement (FNB Corp/Nc)

Environmental Studies. At its option, FNB NCBC Bank may cause to be conducted conducted, at its expense, Phase I and/or Phase II environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the any Loan Collateral, or any portion thereof, together with such other studies, testing and and intrusive sampling and analyses as NCBC Bank shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, to the extent possible, shall be performed in such a manner as will not interfere unreasonably with Select Bank’s normal operations, and provided further, however, that Select Bank shall use commercially reasonable efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. NCBC Bank shall complete and deliver to Select Bank the report of any such requested Phase I environmental assessment by December 31, 2013 and shall attempt in good faith to complete all such Phase II environmental assessments within ninety (90) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3, the costs of the Environmental Survey shall be paid by NCBC Bank. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB NCBC or NCBC Bank reasonably believes that Integrity Select or Select Bank or, following the MergerMergers, FNB, the Surviving Parent or the Surviving Bank could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Select or Select Bank or, following the Merger, FNB, the Surviving Parent or the Surviving Bank could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Select or Select Bank or, following the Merger, FNBNCBC or NCBC Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB NCBC and NCBC Bank reasonably believes believe that the amount of expenses or liability which either of them NCBC, NCBC Bank, Select or Select Bank could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next ten (10) years could equal or exceed an aggregate of $250,000 over any period of time250,000, then FNB NCBC and NCBC Bank shall give Integrity Select and Select Bank prompt written notice thereof (together with all information in its possession relating theretothereto if requested by Select or Select Bank) and, at FNBNCBC and NCBC Bank’s sole option and discretion, at any time thereafter and up to the Effective Timethereafter, but in no event later than January 31, 2014, it may terminate this Agreement without further obligation or liability to Integrity Select, Select Bank or its shareholdersany other person or entity.

Appears in 1 contract

Samples: Merger Agreement (New Century Bancorp Inc)

Environmental Studies. At its option, FNB Bancorp may cause to be conducted conducted, at its expense, Phase I and/or Phase II environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andwith (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB Bancorp believes that Integrity PSB or, following the Merger, FNBBancorp or the Bank, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity PSB or, following the Merger, FNBBancorp or the Bank, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity PSB or, following the Merger, FNBBancorp or the Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB Bancorp reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next twenty years could equal or exceed an aggregate of $250,000 over any period of time200,000, then FNB Bancorp shall give Integrity PSB prompt written notice thereof (together with all information in its possession relating thereto) and, at FNBBancorp’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity PSB or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (New Century Bancorp Inc)

Environmental Studies. At its option, FNB BancShares may cause to be --------------------- conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other or additional studies, testing andand intrusive sampling and analyses as BancShares shall deem necessary or desirable (collectively, the "Environmental Survey"). BancShares shall attempt in good faith to complete all such Phase I environmental assessments within ninety (90) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Paragraph 8.03 below, the costs of the Environmental Survey shall be paid by BancShares. If: (iI) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release, threatened release or emission by any person of any Hazardous Substance on, from under, from, at or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, , (iiII) based on the advice of its legal counsel or other consultants, FNB BancShares believes that Integrity First Savings or FSB, or, following the Merger, FNBBancShares or FCB, could become responsible for the assessment, removal or remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity First Savings or FSB, or, following the Merger, FNBBancShares or FCB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity First Savings or FSB, or, following the Merger, FNBBancShares or FCB, could incur any such liability if it acquired title to such Loan Collateral), and if, , (iiiIII) based on the advice of their its legal counsel or other consultants, FNB reasonably BancShares believes the amount of expenses or liability which either any of them First Savings, FSB, BancShares and FCB could incur or for which either any of them could become responsible or liable on account of any and all such assessment, removal, remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period (excluding the cost of timethe Environmental Survey), then FNB BancShares shall give Integrity First Savings prompt written notice thereof (together with all information in its possession relating thereto) in the manner provided herein and, at FNB’s BancShares' sole option and discretion, at any time thereafter and up to the Effective Time, Time it may terminate this Agreement without further obligation or liability to Integrity First Savings or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (First Savings Financial Corp)

Environmental Studies. At its optionAs soon as reasonably possible after the execution of this Agreement and prior to the Closing, FNB may cause the Sellers shall make available to be conducted Phase I the Purchaser true and complete copies of all reports, studies and other materials which the Sellers or the Company possess or control which pertain to the environmental assessments condition of the current and former assets of the Company. Before the Closing Date, the Purchaser may engage, at its sole cost and expense, one or more environmental consulting firms (the "Environmental Consultants") to investigate, analyze, and report on any possible violation of Environmental Laws or the possible existence, handling, generation, processing, refining, manufacture, treatment, storage, use, release, discharge, disposal, dumping or migration (whether legal or illegal, accidental or intentional) of any Materials of Environmental Concern on, to, from or otherwise relating to any Real Property, Leased Real Property, any other real property that the Company acquires or possesses the right to acquire, any Previously Owned Property, and any other real estate subject property in the vicinity of such real property. The Sellers and the Company shall cooperate with the Environmental Consultants in connection with their investigation, and shall permit the Environmental Consultants to any Real Property Lease, or perform such tests upon such real property as the Loan Collateral, or any portion thereof, together with such other studies, testing andEnvironmental Consultants deem appropriate. If (a) (i) the Environmental Consultants conclude, in final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior written reports delivered to the Effective TimePurchaser and the Sellers (the "Environmental Reports"), that potential environmental costs, obligations or that any action has been taken liabilities exist or not taken, reclamation or a condition or event likely has occurred or exists, remediation is otherwise required under the applicable Environmental Laws with respect to any of such real property or the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws50 property in the vicinity thereof, and if, (ii) based on the advice cost of its legal counsel or other consultants, FNB believes that Integrity or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect is estimated by Purchaser in good faith to any such violationexceed $50,000, or that Integrity or(b) the Purchaser is not, following the Merger, FNB, could become liable for monetary damages in its sole discretion (including without limitation its business judgment as to the appropriateness or advisability of acquiring the real property involved with a view to the sale or development thereof to consumers or other developers), otherwise satisfied with the environmental condition or history of any civil such real property or criminal penalties or assessments) resulting therefrom (or that, the real property in the case vicinity thereof (in either of any of the Loan Collateralwhich cases such Real Property, Integrity orLeased Real Property, following the Merger, FNB, could incur any such liability if it acquired title to such Loan CollateralPreviously Owned Property or other real property shall be deemed a "Real Property With Environmental Concerns"), and if, then the Purchaser may (iiibut shall not be obligated to) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation pursuant to Section 12.1(e) hereof, in which case Purchaser shall not disclose the results of any such studies or liability the basis for such termination to Integrity or its shareholdersany third party, except as may be required by Applicable Law (and, in such event, the Purchaser shall notify the Sellers of such requirement promptly upon determining that a notification is required).

Appears in 1 contract

Samples: Stock Purchase Agreement (Horton D R Inc /De/)

Environmental Studies. At its option, FNB UCB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as UCB shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Community's normal operations, and provided further, however, that Community shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. UCB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by UCB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB UCB believes that Integrity Community or, following the Merger, FNBUCB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Community or, following the Merger, FNBUCB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Community or, following the Merger, FNBUCB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB UCB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB UCB shall give Integrity Community prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s UCB's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Community or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (United Community Bancorp)

Environmental Studies. At its option, FNB Select Bank may cause to be conducted conducted, at its expense, Phase I and/or Phase II environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the any Loan Collateral, or any portion thereof, together with such other studies, testing and and intrusive sampling and analyses as Select Bank shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, to the extent possible, shall be performed in such a manner as will not interfere unreasonably with Target Bank’s normal operations, and provided further, however, that Target Bank shall use commercially reasonable efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. Select Bank shall complete and deliver to Target Bank the report of any such requested Phase I environmental assessment by October 1, 2017 and shall attempt in good faith to complete all such Phase II environmental assessments within ninety (90) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3, the costs of the Environmental Survey shall be paid by Select Bank. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB SLCT or Select Bank reasonably believes that Integrity PARA or Target Bank or, following the Merger and the Bank Merger, FNB, the Surviving Corporation or the Surviving Bank could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity PARA or Target Bank or, following the Merger, FNB, the Surviving Corporation or the Surviving Bank could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity PARA or Target Bank or, following the Merger, FNBSLCT or Select Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB SLCT and Select Bank reasonably believes believe that the amount of expenses or liability which either of them SLCT, Select Bank, PARA or Target Bank could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next ten (10) years could equal or exceed an aggregate of $250,000 over any period of time150,000, then FNB SLCT and Select Bank shall give Integrity PARA and Target Bank prompt written notice thereof (together with all information in its possession relating theretothereto if requested by PARA or Target Bank) and, at FNBSLCT and Select Bank’s sole option and discretion, at any time thereafter and up to the Effective Timethereafter, but in no event later than November 30, 2017, it may terminate this Agreement without further obligation or liability to Integrity PARA, Target Bank or its shareholdersany other person or entity.

Appears in 1 contract

Samples: Merger Agreement (Select Bancorp, Inc.)

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as FNB shall deem necessary or desirable (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity Carolina or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Carolina or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Carolina or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity Carolina prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Carolina or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Nc)

Environmental Studies. At its option, FNB option the Holding Company may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as the Holding Company shall deem necessary or desirable (collectively, the "Environmental Survey"). The Holding Company shall complete all such Phase I environmental assessments within sixty (60) days following the date of this Agreement and thereafter conduct and complete any such additional studies, testing, sampling and analyses within sixty (60) days following completion of all Phase I environmental assessments. Subject to the provisions of Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by the Holding Company. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB the Holding Company believes that Integrity or, following the Merger, FNB, could United Federal is reasonably likely to become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity or, following the Merger, FNB, could United Federal is reasonably likely to become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity or, following the Merger, FNB, could United Federal is reasonably likely to incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their its legal counsel or other consultants, FNB reasonably the Holding Company believes the amount of expenses or liability which either of them could United Federal is reasonably likely to incur or for which either of them United Federal could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time100,000, then FNB the Holding Company shall give Integrity prompt United Federal written notice thereof (together with all information in its possession relating thereto) within fifteen (15) days of the completion of the Environmental Survey and, at FNB’s the Holding Company's sole option and discretion, at any time thereafter and up to the Effective Time, it the Holding Company may terminate this Agreement without further obligation or liability to Integrity United Federal or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Triangle Bancorp Inc)

Environmental Studies. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Home Savings' normal operations. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity Home Savings or, following the Merger, FNBFNB or First National, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Home Savings or, following the Merger, FNBFNB or First National, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Home Savings or, following the Merger, FNBFNB or First National, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 100,000 over any period of time, then FNB shall give Integrity Home Savings prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Home Savings or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Nc)

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Environmental Studies. At its option, FNB option Uwharrie may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to OREO or any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as Uwharrie shall deem necessary or desirable (collectively, the "Environmental Survey"). Uwharrie shall attempt in good faith to complete all such Phase I environmental assessments within sixty (60) days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by Uwharrie. If (i) the final results of any Environmental Survey (or any related analytical data) or other information available to Uwharrie reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease the OREO or Loan Collateral at any time prior to the Anson Heritage Merger Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease the OREO or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its their legal counsel or other consultants, FNB Uwharrie believes that Integrity orAnson, following the Merger, FNB, Bank or either of them (or Uwharrie as successor in interest to Anson) could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity orAnson, following the Merger, FNB, Bank or either of them could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity or, following the Merger, FNB, Anson could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably Uwharrie believes the amount of expenses or liability which Anson, the Bank or either of them (or Uwharrie as successor in interest to Anson) could incur or for which Anson, the Bank or either of them (or Uwharrie as successor in interest to Anson) could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could (x) equal or exceed an aggregate of $250,000 over any period of time50,000 but be less than $250,000, then FNB Uwharrie may reduce the aggregate purchase price for the total number of issued and outstanding shares of Anson Stock by the amount of the environmental-related expense with a corresponding reduction in the purchase price per share to be paid to the holders of Anson Stock or (y) if such environmental-related expense should equal or exceed $250,000, then Uwharrie shall give Integrity Anson prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s Uwharrie's sole option and discretion, at any time thereafter and up to the Anson Heritage Merger Effective Time, it Uwharrie may terminate this Agreement without further obligation or liability to Integrity Anson or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Uwharrie Capital Corp)

Environmental Studies. At its option, FNB Bankshares may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and intrusive sampling and analyses as Bankshares shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with BHS’s normal operations, and provided further, however, that BHS shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. Bankshares shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB Bankshares believes that Integrity BHS or, following the Merger, FNBBankshares or the Bank, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity BHS or, following the Merger, FNBBankshares or the Bank, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity BHS or, following the Merger, FNBBankshares or the Bank, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB Bankshares reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next twenty years could equal or exceed an aggregate of $250,000 over any period of time250,000, then FNB Bankshares shall give Integrity BHS prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s Bankshares’ sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity BHS or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Waccamaw Bankshares Inc)

Environmental Studies. At its option, FNB may cause to be conducted --------------------- Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Rowan's normal operations, and provided further, however, that Rowan shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity Rowan or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Rowan or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Rowan or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity Rowan prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Rowan or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (FNB Corp/Nc)

Environmental Studies. At its option, FNB may cause to be conducted --------------------- Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Carolina's normal operations, and provided further, however, that Carolina shall use its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the date of this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall be paid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB believes that Integrity Carolina or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Carolina or, following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Carolina or, following the Merger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time, then FNB shall give Integrity Carolina prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s 's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Carolina or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Carolina Fincorp Inc)

Environmental Studies. At its option, FNB option the Holding Company may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing and and intrusive sampling and analyses as the Holding Company shall deem necessary or desirable (icollectively, the "Environmental Survey"). The Holding Company shall complete all such Phase I environmental assessments within sixty (60) days following the date of this Agreement and thereafter conduct and complete any such additional studies, testing, sampling and analyses within sixty (60) days following completion of all Phase I environmental assessments. Subject to the provisions of Paragraph 8.03. below, the costs of the Environmental Survey shall be paid by the Holding Company. If (I) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any 36 person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would or may constitute a violation of any Environmental Laws, and if, (iiII) based on the advice of its legal counsel or other consultants, FNB the Holding Company believes that Integrity or, following the Merger, FNB, could Mecklenburg is reasonably likely to become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity or, following the Merger, FNB, could Mecklenburg is reasonably likely to become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity or, following the Merger, FNB, could Mecklenburg is reasonably likely to incur any such liability if it acquired title to such Loan Collateral), and if, (iiiIII) based on the advice of their its legal counsel or other consultants, FNB reasonably the Holding Company believes the amount of expenses or liability which either of them could Mecklenburg is reasonably likely to incur or for which either of them Mecklenburg could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of $250,000 over any period of time100,000, then FNB the Holding Company shall give Integrity prompt Mecklenburg written notice thereof (together with all information in its possession relating thereto) within fifteen (15) days of the completion of the Environmental Survey and, at FNB’s the Holding Company's sole option and discretion, at any time thereafter and up to the Effective Time, it the Holding Company may terminate this Agreement without further obligation or liability to Integrity Mecklenburg or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Triangle Bancorp Inc)

Environmental Studies. At its option, FNB Crescent Financial may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such other studies, testing andand intrusive sampling and analyses as Crescent Financial shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Centennial's normal operations, and provided further, however, that Centennial shall use its best efforts to obtain any required consents of third parties to permit any (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect to any of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants, FNB Crescent Financial believes that Integrity Centennial or, following the Merger, FNBCrescent Financial or Crescent, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity Centennial or, following the Merger, FNBCrescent Financial or Crescent, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity Centennial or, following the Merger, FNBCrescent Financial or Crescent, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB Crescent Financial reasonably believes the amount of expenses or liability which either of them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time during the next twenty years could equal or exceed an aggregate of $250,000 over any period of time250,000, then FNB Crescent Financial shall give Integrity Centennial prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s Crescent Financial's sole option and discretion, at any time thereafter and up to the Effective Time, it may terminate this Agreement without further obligation or liability to Integrity Centennial or its shareholders.

Appears in 1 contract

Samples: Merger Agreement (Crescent Financial Corp)

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