Environmental Study. (a) Within thirty (30) days after the date of this Agreement, Riverview may order at its sole cost and expense a Phase I environmental report ("Phase I") of the Owned Real Property conducted by an independent environmental investigation and testing firm selected by Riverview (subject to any landlord's approval or consent as may be required and prior notice to MBank of the date and time of any such inspections and examinations) and which shall be undertaken in a manner and at times so as not to unreasonably disrupt MBank's business operations of the Branches. In the event any Phase I discloses any potential environmental condition that in the reasonable belief of Riverview warrants further review or investigation, Riverview may within ten (10) Business Days of receipt by Riverview of the Phase I, notify MBank of its intention to order a Phase II environmental report ("Phase II") conducted by an independent environmental investigation and testing firm selected by Riverview. MBank shall, within five (5) Business Days after receipt of such notice from Riverview, either consent in writing to Riverview ordering a Phase II or notify Riverview that they are treating the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and assume all other Assumed Liabilities pursuant to this Agreement. In the event that MBank delivers written approval to Riverview to order a Phase II, Riverview may, within ten (10) Business Days order such Phase II. If the Phase II report recommends or suggests as being appropriate the taking of any remedial and corrective actions, or reveals levels of environmental contaminants in excess of Federal or state action limits on the Owned Real Property, Riverview may purchase the Owned Real Property on terms mutually agreeable to Riverview and MBank, including which party pays for the Phase II report. In the event that Riverview and MBank fail to reach such agreement within ninety (90) days following the date of this Agreement, Riverview may treat the Owned Real Property and the Personal Property and Assumed Contracts associated with the Owned Property as Excluded Assets by giving MBank written notice. For the avoidance of doubt, Riverview shall remain obligated to, in accordance with the terms of this Agreement, purchase all other Assets and...
Environmental Study. (a) Purchaser may, at Purchaser’s election and expense and subject to any landlord’s approval or consent as may be required and prior notice to Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the date of this Agreement, undertake and complete an environmental study for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (“Environmental Study”) with respect to the Real Property, as Purchaser deems necessary or appropriate. Such Environmental Studies shall be conducted in a manner and at times so as to not unreasonably disrupt Seller’s business operations of the Branches. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller, any of its Affiliates and/or third parties while Purchaser and its agents are performing any Environmental Study. In the event of any damage to any of the Branches, Seller shall be entitled to require Purchaser to engage workmen reasonably acceptable to Seller to restore any such damage to the same condition as the Branches were in prior to the inspection.
(b) No information, contents or results of any Environmental Study conducted pursuant to this Section 4.16, including the contents of the report issued in connection therewith, shall be disclosed by Purchaser or its agents, consultants or employees to any third party without Seller’s prior written approval, unless and until Purchaser is legally compelled to make such disclosure under applicable laws or until the P&A Transaction is consummated. Notwithstanding the foregoing, Purchaser may disclose such matters to its directors, executive officers, legal counsel, financial advisor and such employees who are reasonably required to receive such disclosure (such parties being referred to as “Purchaser” for purposes of this section), the specific identities of whom shall be supplied to Seller prior to any permitted disclosure to such party by Purchaser. If this Agreement is terminated for any reason in accordance with the terms of Section 10.1, Purchaser shall immediately deliver and/or return to Seller any and all documents, plans and other items furnished to Purchaser pursuant to this Section 4.16. The confidentiality and limitations on disclosure of any information by Purchaser as set forth herein at this Section 4.16 shall survive any termination of this Agre...
Environmental Study. The environmental study contemplated by Section 4.12 has been completed to the satisfaction of the Buyer and the Buyer has agreed to proceed with the Closing.
Environmental Study. (a) Purchaser may, at Purchaser’s election and expense and subject to any requirement in the applicable Branch Lease for the property owner’s approval or consent thereto, which consent Seller shall use its reasonable best efforts to obtain, and following the provision of prior notice to Seller of the date and time of any such inspections and examinations, within thirty (30) calendar days from the effective date of this Agreement, undertake and complete a non-invasive assessment of environmental matters respecting the Leased Real Property, including an evaluation of the existence of any and all environmental conditions and any and all violations of Environmental Laws, as is commonly referred to as a “Phase I Environmental Assessment” and/or a “Preliminary Assessment” (as such term is defined in the TRSR) (an “Environmental Study”), as Purchaser deems necessary or appropriate. Such Environmental Study shall be conducted in a manner and at times so as to not unreasonably disrupt Seller’s business operations of the Branches. Notwithstanding the foregoing, Purchaser shall not conduct any invasive environmental testing, such as a “Phase II Environmental Site Assessment” or a “Site Investigation” (as such term is defined in the TRSR) at any of the Leased Real Property (an “Invasive Investigation”) without the prior written consent of Seller (which consent will not unreasonably be withheld or delayed). Purchaser shall coordinate the performance of such work with Seller or Seller’s consultants, as applicable. In the event Seller consents to Purchaser’s performance of an Invasive Investigation, this time period shall be subject to reasonable extensions, not to exceed forty-five (45) calendar days following the expiration of the initial thirty (30) calendar day period. Purchaser shall maintain liability insurance and shall indemnify Seller for any and all Losses incurred by Seller or any of its Affiliates resulting from Purchaser’s and/or its agents’ performance of any Environmental Study or Invasive Investigation at the Leased Real Property. In the event such Environmental Study or Invasive Investigation causes any damage to any of the Branches, Purchaser shall repair such damage, using workmen reasonably acceptable to Seller, to substantially the same condition such Branch was in prior to the performance of such Environmental Study or Invasive Investigation.
(b) If Purchaser shall discover a Material Defect as a result of Purchaser’s Environmental Study or Invasive...
Environmental Study. Within forty-five (45) days after the execution of this Agreement, CBS shall obtain, at its expense, and present to Gaylxxx, x Phase I environmental report (the "Phase I Report") from a licensed environmental engineer or firm (which shall be reasonably acceptable to Gaylxxx) xxth respect to the Station's real property. If the Phase I Report discloses conditions which require, in the opinion of the environmental engineer or firm performing the assessment, further sampling or investigation, Gaylxxx xxx the Limited Partnership shall grant CBS and its agents reasonable access to the Station's real property, and CBS shall cause such sampling or investigation to be performed at its expense and shall present the results and recommendations of the engineer or firm to Gaylxxx (xxe "Phase II Report"). Gaylxxx xxxll be responsible for the prompt correction or remediation of any environmental, health or safety violations or conditions disclosed in the Phase I Report or the Phase II Report, to the extent required by applicable law or any relevant Governmental Entity, it being understood that the remediation may continue following the Closing. The studies contemplated by this Section 5.8 and the remediation efforts in response thereto shall not hinder or delay the Closing of the transactions contemplated by this Agreement.
Environmental Study. Seller has previously delivered to -------------------- Purchaser a Phase One Environmental Site Assessment dated April 8, 2005, prepared by A. Denese Huntsberry, R.E.M. xx Xxxxx Xxxxxonments, Inc. (the "Environmental Study").
Environmental Study. At any time after the Takeover Date, Purchaser, ------------------- at Purchaser's sole cost and expense, may cause an environmental study ("Environmental Study") of the Real Property to be prepared by an environmental engineering firm selected by Purchaser ("Consultants"). This Environmental Study shall show that the Real Property and all operations thereon comply with all applicable federal, state or local environmental laws and with any and all court orders and administrative orders regarding the environmental condition of the Real Property. The Environmental Study may be performed at any time or times, except that entry upon the Real Property shall be on reasonable notice, and under reasonable conditions established by Sellers which do not impede the performance of the Environmental Study. The Consultants are hereby authorized to enter upon the Real Property for such purposes and to perform such testing and take such samples as may be necessary to conduct the Environmental Study in the reasonable opinion of the Consultants. Sellers shall cooperate with the Consultants and supply to the Consultants such historical and operational information as may be reasonably requested by the Consultants.
Environmental Study. No later than thirty (30) days prior to expiration or any earlier termination of the Term, Tenant at its sole cost and expense, shall obtain and deliver to Landlord an environmental study, performed by an expert reasonably satisfactory to Landlord, evaluating, the presence or absence of any Tenant’s Contamination in, on and about the Premises and the Complex. Such study shall be based on a reasonable and prudent level of tests and investigations of the Premises and surrounding portions of the Complex (if appropriate) which tests shall be conducted no earlier than forty-five (45) days prior to the Expiration Date. If such environmental study reveals that remediation is required under any Hazardous Materials Laws that Tenant is responsible for under the Lease, Tenant shall submit a remediation plan to Landlord prepared by such expert and at its sole expense shall promptly commence and diligently pursue to completion the required remedial actions.
Environmental Study. Buyer shall have the right to conduct an ------------------- environmental study of the Property. Any environmental study which Buyer may undertake regarding the Property shall be at Buyer's sole expense. Seller shall have the right to be present on site during any field investigation, receive split samples, if any are taken, and receive a copy of all draft and final reports. The Property shall be placed in the same condition as prior to any such environmental study, and/or field investigation at Buyer's sole expense. It is acknowledged that Buyer has already conducted a Phase 1 environmental study of the Property. In addition, Buyer and any designated representative shall have the right to review environmental information pertaining to the Property in Seller's possession; provided, however, all such information shall be deemed confidential in accordance with Section 11.12 herein.
Environmental Study. (a) Sellers agree that Purchaser may perform or have performed on behalf of Purchaser an environmental audit survey of the Real Property (the "Environmental Study") and Purchaser shall provide Sellers with a copy of such Environmental Study.
