Common use of Environmental Studies Clause in Contracts

Environmental Studies. Within 10 days after the Effective Date, Seller shall provide to Purchaser, at Seller’s cost and expense, copies of (1) all existing Environmental Site Assessments (whether Phase I, Phase II, or otherwise) covering all or any portion of the premises where the business is situated (Real Estate), to the extent the same are in Seller’s possession or Seller has access to them, and (2) any other environmental studies, reports, and information, including, without limitation, correspondence from governmental authorities, concerning the environmental condition of the Real Estate, to the extent the same are in Seller’s possession or Seller has access to them (the foregoing information, whether obtained by Purchaser or provided by Seller, is referred to collectively as the “Environmental Information”). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser’s expense, shall have at least 60 days from the date hereof (Feasibility Period) within which to conduct any and all engineering, environmental, and economic feasibility studies and tests of the Real Estate that Purchaser, in Purchaser’s sole discretion, deems necessary to determine whether the Real Property is suitable for Purchaser’s intended use in terms of its engineering, environmental, and economic aspects. Seller grants to Purchaser and its contractors and representatives access to the Real Estate for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, on completion of their activities on the Real Estate, shall restore each parcel of real property as nearly as is reasonably possible to the condition it was in immediately before such activities.

Environmental Studies. Within 10 days after the Effective Date, Seller shall provide to Purchaser, at Seller’s cost and expense, copies of (1) all existing Environmental Site Assessments Buyer shall have obtained completed PHASE I and PHASE II environmental studies performed by an environmental consultant retained by Buyer with respect to the Company's Owned Real Property, which studies, subject to Sections 6.16(b) and (whether c) below, shall be satisfactory to Buyer. The cost of environmental studies performed by Buyer's Consultant shall be borne by Buyer; provided however, that if the NJDEP requires the use of information generated by such Phase III study in connection with the ISRA clearance referred to in Section 5.13, then Buyer and Stockholder shall share equally the cost of such Phase IIII study by Buyer's consultant; provided however, that Stockholder's maximum obligation for the cost of such study shall be $8,000. (2) In the event that the Phase I or otherwisePhase II environmental studies by Buyer's consultant reveal conditions that in Buyer's reasonable opinion require that remediation be undertaken, and the cost of such remediation is less than $50,000, such remediation can be completed within sixty (60) covering all or days and without any portion material disruption of the premises where Company's business operations, and such conditions do not involve a material violation of Environmental Law, then (1) such conditions shall not, in and of themselves, preclude the business is situated consummation of the transactions contemplated hereby; (2) Stockholder shall be required to bear the entire cost of such remediation and the securing of any necessary Permits or approvals under applicable Environmental Laws (3) Stockholder and any transferee of the Owned Real Estate)Property shall cooperate with Buyer, to both before and after the extent the same are Closing, in Seller’s possession or Seller has access to themcarrying out such remediation and securing such permits and approvals, and (24) any other environmental studies, reports, and information, including, without limitation, correspondence from governmental authorities, concerning Stockholder shall remain obligated to indemnify the environmental condition of the Real Estate, Buyer Indemnified Parties pursuant to the extent the same are in Seller’s possession or Seller has access to them (the foregoing information, whether obtained by Purchaser or provided by Seller, is referred to collectively as the “Environmental Information”). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments Section 8 for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or such conditions. (3) In the event that the Phase I or Phase II Environmental Site Assessments certified to both Seller environmental studies by Buyer's consultant reveal conditions that in Buyer's reasonable opinion require that remediation be undertaken, and Purchaser. Without the cost of such remediation is either in any way limiting the provisions excess of $50,000, or would cause material disruption of the preceding sentenceCompany's business operations, Purchaser or would require more than sixty (60) days to perform or such conditions involve a material violation of any Environmental Law, then unless the parties shall otherwise agree, this Agreement may be terminated in accordance with Section 10.1(b) hereof. Notwithstanding the foregoing, Stockholder may elect to expend more than $50,000 (and its contractors bear such expense) to effectuate remediation if such remediation can be completed prior to the Outside Date and representatives, at Purchaser’s expense, shall have at least 60 days from will not cause material disruption of the date hereof (Feasibility Period) within which to conduct any Company's business and all engineering, environmentalthe conditions do not involve a material violation of Environmental Law, and economic feasibility studies and tests of in the Real Estate that Purchaserevent Stockholder so elects, in Purchaser’s sole discretion, deems necessary this Agreement shall not be terminated pursuant to determine whether the Real Property this Section 6.16(c) so long as such remediation is suitable for Purchaser’s intended use in terms of its engineering, environmental, and economic aspects. Seller grants to Purchaser and its contractors and representatives access completed prior to the Real Estate for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, on completion of their activities on the Real Estate, shall restore each parcel of real property as nearly as is reasonably possible to the condition it was in immediately before such activitiesOutside Date.

Environmental Studies. (a) Purchaser, shall, at Purchaser's cost and expense, undertake a Phase I environmental site assessment ("ESA") with respect to each parcel of the Real Property utilizing a recognized engineering firm designated by Purchaser. Should any of such ESAs indicate that a Phase II environmental site assessment or other further studies and/or tests are warranted with respect to any of the Real Property, Purchaser, at Purchaser's expense, may undertake such studies and tests. (b) Within 10 five (5) days after the Effective Datedate hereof, Seller shall provide to Purchaser, at Seller’s 's sole cost and expense, copies of (1a) all existing Environmental Site Assessments ESAs (whether Phase I, Phase II, II or otherwise) covering all or any portion of the premises where the business is situated (Real Estate)Property, to the extent the same are in Seller’s 's possession or Seller has access to them, and (2b) any other environmental studies, reports, reports and information, including, without limitation, correspondence from governmental authoritiesGovernmental Authorities, concerning the environmental condition of the Real EstateProperty, to the extent the same are in Seller’s 's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, is being hereinafter referred to collectively as the “"Environmental Information”"). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain . (1c) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser’s 's expense, shall have at least 60 30 days from the date hereof hereof, but in no event less than 21 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental, environmental and economic feasibility studies and tests of the Real Estate that Property which Purchaser, in Purchaser’s 's sole discretion, deems necessary to determine whether the Real Property is environmentally, physically and economically suitable for Purchaser’s 's intended use in terms of its engineering, environmental, and economic aspectsuse. Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Estate Property for the purpose of performing such studies or teststests after reasonable notice to Seller and Seller's consent, which will not be unreasonably withheld. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the BusinessSeller's business (and in compliance with any applicable lease provisions, for all parcels of Real Property which are leased) and, on upon completion of their activities on the Real EstateProperty, shall restore each parcel of real property the Real Property as nearly as is reasonably possible to the condition it was in immediately before prior to such activities.

Environmental Studies. Within 10 days BUYER shall have the right to make an environmental and other physical assessment of the Properties during the period beginning on the date of execution of this Agreement and ending at 5:00 P.M. C.D.S.T. on the twenty-eighth (28th) day after the Effective Dateentry of an order approving the Expense Motion (defined hereinafter) ("Examination Period"). BUYER and its Representatives (as herein defined) shall have the right to enter upon the Properties and all buildings and improvements thereon, Seller shall provide to Purchaserinspect the same, at Seller’s cost and expense, copies of (1) all existing Environmental Site Assessments (whether Phase I, Phase II, or otherwise) covering all or any portion of the premises where the business is situated (Real Estate), to the extent that SELLER reasonably believes that the same are in Seller’s possession or Seller has access to themProperties will NOT be damaged thereby, conduct soil and water tests and borings, and generally conduct such tests, examinations, investigations and studies (2"Environmental Studies") any as may be reasonably necessary or appropriate for the preparation of appropriate environmental and other environmental studiesreports relating to the Properties, reportstheir condition, and informationthe presence of wastes or contaminants. SELLER shall be provided 24 hours written notice of such activities and shall have the right to witness all such tests and investigations and receive an equal distribution of all samples taken by BUYER, includingor its Representatives. BUYER agrees to provide SELLER copies of each site assessment report obtained in connection with the Environmental Studies, without limitationand copies of any and all test results, correspondence from governmental authorities, concerning the environmental condition of the Real Estate, reports or collected data obtained as to the extent the same are in Seller’s possession or Seller has access to them (the foregoing information, whether obtained by Purchaser or provided by Seller, is referred to collectively as the “Environmental Information”). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or Properties within three (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions business days of the preceding sentencereceipt thereof by BUYER. To the extent necessary, Purchaser and its contractors and representatives, at Purchaser’s expense, shall have at least 60 days from the date hereof (Feasibility Period) within which to conduct any and all engineering, environmental, and economic feasibility studies and tests of the Real Estate that Purchaser, in Purchaser’s sole discretion, deems necessary to determine whether the Real Property is suitable for Purchaser’s intended use in terms of its engineering, environmental, and economic aspects. Seller SELLER hereby grants to Purchaser and its contractors and representatives BUYER access to the Real Estate Properties to conduct its Environmental Studies UPON THE CONDITION THAT BUYER INDEMNIFIES AND HOLDS SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR OR RELATED TO PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY ARISING OUT OF OR AS A DIRECT RESULT OF THE ACTIVITIES OF BUYER OR ITS REPRESENTATIVES ON THE PROPERTIES IN CONDUCTING ANY TESTS OR ITS OTHER ACTIVITIES ON THE PROPERTIES, IN CONNECTION WITH ITS ENVIRONMENTAL STUDIES. If during the Examination Period, BUYER discovers in good faith that (i) there is a condition or circumstance which constitutes an actual violation of an applicable Environmental Law (as defined herein) that affects the value of the Property(ies), or (ii) there is a claim, demand, filing, investigation, action, suit or other legal or administrative proceeding asserted or otherwise initiated by a governmental authority or any other person or entity and arising from or related to the Properties or the ownership or operation of any thereof ("Environmental Defect"), BUYER may include notice of such Environmental Defect in a Notice of Defects ("Notice of Defects") delivered hereunder, provided, that any such matter not included in a Notice of Defects shall be waived by BUYER. BUYER acknowledges that certain of the Properties may currently or have in the past contained asbestos or natural occurring radioactive materials ("NORM") and that special procedures may be required for the purpose assessment, remediation, removal, transportation or disposal of performing such studies or testsasbestos and NORM. Such persons Notwithstanding anything contained in this Agreement to the contrary, BUYER agrees to accept full responsibility for and shall conduct their studies pay all costs and tests in such a manner as to minimize interference expenses associated with the Businessassessment, andremediation, removal, transportation and disposal of the asbestos or NORM associated with the Properties, and shall not be entitled to claim the fact that the asbestos or NORM exists or that the assessment, remediation, removal, transportation or disposal of the asbestos or NORM is not complete or that additional costs will be required to complete the assessment, remediation, removal, transportation or disposal of the asbestos or NORM as a Defect and BUYER (on completion behalf of their activities on the Real Estateitself, shall restore each parcel of real property as nearly as is reasonably possible to the condition it was in immediately before its officers, agents, employees, affiliates, successors and assigns) irrevocably waives such activitiesclaims.

Environmental Studies. Purchaser has undertaken or is undertaking, with the consent of Seller, its own Phase I environmental site assessment ("ESA") with respect to the Real Property. Within 10 days after the Effective Datedate hereof, Seller shall provide to Purchaser, at Seller’s 's sole cost and expense, copies of (1a) all existing Environmental Site Assessments ESAs (whether Phase I, Phase II, II or otherwise) covering all or any portion of the premises where the business is situated (Real Estate)Property, to the extent the same are in Seller’s 's possession or Seller has access to them, and (2b) any other environmental studies, reports, reports and information, including, without limitation, correspondence from governmental authoritiesGovernmental Authorities, concerning the environmental condition of the Real EstateProperty, to the extent the same are in Seller’s 's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, is being hereinafter referred to collectively as the “"Environmental Information”"). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser’s 's expense, shall have at least 60 30 days from the date hereof hereof, but in no event less than 20 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental, environmental and economic feasibility studies and tests of the Real Estate that Property which Purchaser, in Purchaser’s 's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser’s 's intended use in terms of its engineering, environmental, and economic aspectsuse. Seller has granted and hereby grants to Purchaser and its contractors and representatives access to the Real Estate Property for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, on upon completion of their activities on the Real EstateProperty, shall restore each parcel of real property the Real Property as nearly as is reasonably possible to the condition it was in immediately before prior to such activities.

Environmental Studies. Within 10 days after the Effective Datedate hereof, Seller shall provide to Purchaser, at Seller’s 's cost and expense, copies of (1a) all existing Environmental Site Assessments (whether Phase I, Phase II, II or otherwise) covering all or any portion of the premises where the business is situated (Real Estate)Mt. Morrxx Xxxd, to the extent the same are in Seller’s 's possession or Seller has access to them, and (2b) any other environmental studies, reports, reports and information, including, without limitation, correspondence from governmental authoritiesGovernmental Authorities, concerning the environmental condition of the Real EstateMt. Morrxx Xxxd, to the extent the same are in Seller’s 's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, is being hereinafter referred to collectively as the “"Environmental Information”"). At Purchaser’s option, subject to the consent of the owner of the Real Estate, 's option (x) Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate Mt. Morrxx Xxxd certified to Purchaser so that Purchaser may rely on same, and/or (2y) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3z) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser’s 's expense, shall have at least 60 sixty (60) days from the date hereof (the "Feasibility Period") within which to conduct any and all engineering, environmental, environmental and economic feasibility studies and tests of the Real Estate that Mt. Morrxx Xxxd which Purchaser, in Purchaser’s 's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser’s 's intended use in terms of its engineeringuse. In accordance with Section 8.6 hereof, environmental, Seller has granted and economic aspects. Seller hereby grants to Purchaser and its contractors and representatives access to the Real Estate Mt. Morrxx Xxxd for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, on upon completion of their activities on the Real Estate, Mt. Morrxx Xxxd shall restore each parcel of real property as nearly as is reasonably possible to the condition it was in immediately before prior to such activities.

Environmental Studies. Within 10 days after Seller has heretofore provided to the Effective Date, Seller shall provide to Purchaser, at Seller’s cost and expense, Rush Parties copies of (1a) all existing Environmental Site Assessments (whether Phase I, Phase II, II or otherwise) covering all or any portion of the premises where Real Property, the business is situated (Real Estate)Ellsxxxxx Xxxperty and the Grand Rapids Property, to the extent the same are in Seller’s 's possession or Seller has access to them, and (2b) any other environmental studies, reports, reports and information, including, without limitation, correspondence from governmental authoritiesGovernmental Authorities, concerning the environmental condition of the Real EstateProperty, the Ellsxxxxx Xxxperty and the Grand Rapids Property, to the extent the same are in Seller’s 's possession or Seller has access to them (all of the foregoing information, whether obtained by Purchaser the Rush Parties or provided by Seller, is being hereinafter referred to collectively as the “"Environmental Information”"). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser the Rush Parties and its their contractors and representatives, at Purchaser’s the Rush Parties' expense, shall have at least 60 45 days from the date hereof hereof, but in no event less than 30 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental, environmental and economic feasibility studies and tests of the Real Estate that PurchaserProperty, the Ellsxxxxx Xxxperty and its Grand Rapids Property which the Rush Parties, in Purchaser’s their sole discretion, deems deem necessary to determine whether the Real Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property is are environmentally, engineeringly and economically suitable for Purchaser’s the Rush Parties' intended use in terms of its engineeringuse. In accordance with Section 8.6 hereof, environmental, Seller has granted and economic aspects. Seller hereby grants to Purchaser the Rush Parties and its their contractors and representatives access to the Real Estate Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the Business, and, on upon completion of their activities on the Real EstateProperty, the Ellsxxxxx Xxxperty and the Grand Rapids Property, shall restore each parcel of real property the Real Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property as nearly as is reasonably possible to the condition it was they were in immediately before prior to such activities.

Environmental Studies. Seller shall cause the Company to, and the Company shall, at the Company's cost and expense, undertake or is undertaking a Phase I environmental site assessment ("ESA") with respect to the Real Property utilizing the party designated by Purchaser. Within 10 20 days after the Effective Datedate hereof, Seller shall provide to Purchaser, at Seller’s the Company's sole cost and expense, copies of (1a) all existing Environmental Site Assessments ESAs (whether Phase I, Phase II, II or otherwise) covering all or any portion of the premises where the business is situated (Real Estate)Property, to the extent the same are in Seller’s 's or the Company's possession or Seller has or the Company have access to them, and (2b) any other environmental studies, reports, reports and information, including, without limitation, correspondence from governmental authoritiesGovernmental Authorities, concerning the environmental condition of the Real EstateProperty, to the extent the same are in Seller’s 's or the Company's possession or Seller has or the Company have access to them (all of the foregoing information, whether obtained by Purchaser or provided by Seller, is being hereinafter referred to collectively as the “"Environmental Information”"). At Purchaser’s option, subject to the consent of the owner of the Real Estate, Purchaser may obtain (1) new or updated Environmental Site Assessments for the Real Estate certified to Purchaser so that Purchaser may rely on same, and/or (2) a recertification of the existing Environmental Site Assessments to Purchaser, and/or (3) Phase II Environmental Site Assessments certified to both Seller and Purchaser. Without in any way limiting the provisions of the preceding sentence, Purchaser and its contractors and representatives, at Purchaser’s 's expense, shall have at least 60 days from the date hereof hereof, but in no event less than 20 days from receipt of the Environmental Information (the "Feasibility Period") within which to conduct any and all engineering, environmental, environmental and economic feasibility studies and tests of the Real Estate that Property which Purchaser, in Purchaser’s 's sole discretion, deems necessary to determine whether the Real Property is environmentally, engineeringly and economically suitable for Purchaser’s 's intended use in terms use. Each of its engineering, environmental, Seller and economic aspects. Seller grants Company have granted and hereby grant to Purchaser and its contractors and representatives access to the Real Estate Property for the purpose of performing such studies or tests. Such persons shall conduct their studies and tests in such a manner as to minimize interference with the BusinessCompany's business, and, on upon completion of their activities on the Real EstateProperty, shall restore each parcel of real property the Real Property as nearly as is reasonably possible to the condition it was in immediately before prior to such activities.