Environmental Surveys. The Company has provided to Parent copies of the most recent environmental assessments and reports (if any) that the Company or the Company Bank Sub have obtained in connection with each Owned Real Property (including the Leased Real Property). Within thirty (30) days following the date of this Agreement, Parent may complete, at Parent’s sole expense and with minimal interference with the regular business operations conducted at the applicable Real Property, a Phase I environmental assessment or an update of the existing Phase I environmental assessment (the “Environmental Survey”) of the Owned Real Property. In the event the Environmental Survey indicates or tends to indicate the presence or the suspected presence of an Environmental Condition (in the sole discretion of Parent), Parent will give the Company written notice of the presence or the suspected presence of the Environmental Condition within ten (10) Business Days of receipt of the Environmental Survey (together with all information it possesses relating to the Environmental Condition). For purposes of this Agreement, an “Environmental Condition” shall mean (i) an aboveground storage tank, underground storage tank, subsurface structure or container, and its associated piping, which is present at the Owned Real Property and which violates an Environmental Law; (ii) a Hazardous Material found in building materials at the Owned Real Property or present in soil and/or groundwater at the Owned Real Property which violates an Environmental Law; (iii) a discharge, emission or release of a Hazardous Material related to the Owned Real Property which violates an Environmental Law; (iv) an event or condition that likely has occurred or exists with respect to the Owned Real Property which constitutes a violation of an Environmental Law; or (v) an event or condition related to the Owned Real Property which requires cleanup, remedy, abatement or restoration of contaminated surface water, groundwater, soil or natural resource under an Environmental Law.
Environmental Surveys. Borrower shall obtain a public environmental database survey acceptable to the Lender on all loans collateralized by commercial real estate. At Lender’s request, Borrower shall deliver a Phase I, and if indicated, a Phase II environmental survey by a qualified environmental engineer indicating an absence of environmental concerns identified in the environmental database survey with regard to the Underlying Collateral of any Collateral Loan, satisfactory to Lender and its counsel. Any such environmental survey shall be prepared at the Borrower’s expense.
Environmental Surveys. Within 45 days after the date hereof, Tarpon, at its expense, will furnish to Buyer, with respect to each parcel of Owned Real Property, a written environmental audit prepared by an engineering firm or other qualified expert satisfactory to Buyer, and prepared in accordance with the ASTM standard for Phase I environmental site assessments exclusive of the title search (as such search is being done independent of the environmental audit), and designed to meet the requirements of any applicable state law relating to an innocent owner defense to liability for releases of Hazardous Substances (the “Phase I Audits”). Buyer may request with ten days following receipt of any Phase I Audit that recommends additional investigation, that such recommendations be performed (“Phase II Work”). Costs associated with Phase II Work shall be paid by Tarpon up to $15,000 and thereafter paid by Buyer. Within ten days of receiving the results of any Phase II Work that confirms the presence of a significant environmental concern that may reasonably have a Material Adverse Effect on Tarpon, Buyer and Tarpon will agree to negotiate a mutually agreeable resolution. If a mutually agreeable resolution cannot be reached after ten days, Tarpon and Buyer shall have the right to terminate this Agreement by providing written notice of the same.
Environmental Surveys. Prior to Closing, Buyer may, at its sole cost --------------------- and expense, engage an environmental consulting firm of good reputation in the industry and reasonably acceptable to Seller to conduct a phase I environmental assessment of any parcel of Real Property and Leased Real Property included in the Assets (the "Environmental Review") to determine what remedial actions, if any, are necessary to cause any applicable entity to be in compliance in all material respects with the Environmental Laws (as defined in the Xxxxxx Agreement) in the reasonable opinion of the person conducting the Environmental Review. If such Environmental Review indicates in the reasonable opinion of the person conducting the Environmental Review that a phase II environmental assessment or any remedial actions are reasonably necessary to comply in all material respects with the Environmental Laws, Buyer shall notify Seller in writing of the actions required and the estimated costs of such actions ("Remediation Costs"). Seller and Buyer shall promptly mutually agree upon reputable and recognized environmental consultants and engineers to cause FMT to be in compliance in all material respects with all Environmental Laws and Seller shall pay all Remediation Costs (including the costs, fees and expenses of such consultants and engineers) up to $50,000.00 and all Remediation Costs in excess of $50,000.00 shall be borne equally by Seller (without any adjustment to the Purchase Price) on the one hand, and Buyer on the other. If the total Remediation Costs exceed $2,000,000.00, then either party shall have the option to terminate this Agreement and its obligations hereunder without any liability, cost or penalty whatsoever unless within ten (10) days of determination of the need for such expenditures either Seller or Buyer agrees in writing to pay all additional Remediation Costs in excess of such amount.
Environmental Surveys. Environmental surveys for American Burying Beetle, other threatened and endangered species, etc.
Environmental Surveys. As a result of the 2013 revisions to the ISA environmental guidelines, there is a need for similar and additional gathering of data to fill gaps in the baseline studies. Some items in sampling do not meet the requirements. The contractor will carry out two environmental survey cruises during the extension period to observe the characteristics of local environmental heterogeneity, temporal change and pelagic ecosystems in detail. Among those items not meeting the requirements and scheduled to be carried out during the extension period are activities such as: data accumulation relating to genetic connectivity; assessment of temporal change in seabed communities using periodic sampling; collection of plankton and nekton by opening and closing net; sampling of nodule-attached fauna (including protozoans); and baseline studies in the preservation reference zone. The following surveys are planned in accordance with ISA environmental guidelines for each area during the fourth five-year period.
Environmental Surveys. An environmental survey and assessment prepared by ENVIRON Corporation in form and substance satisfactory to the Agent with respect to all material owned Properties to be acquired by the Borrower as part of the Xxxxxxx Acquisition.
Environmental Surveys. Environmental surveys and assessments prepared by one or more firms of licensed engineers (familiar with the identification of toxic and hazardous substances) in form and substance satisfactory to Chase with respect to the facilities to be acquired in connection with the Glenmore Acquisition, each such environmental survey and assessment to be based upon physical on-site inspections by such firms of each of such facilities, as well as a historical review of the uses of such facilities and of the business and operations of the Glenmore Entities. In addition, the Company shall have completed (and delivered to the Administrative Agent) environmental risk questionnaires with respect to all other facilities owned, operated or leased by the Company and its Subsidiaries and covered by environmental surveys and assessments delivered pursuant to the Existing Credit Agreement, and the responses to such questionnaires (and the underlying facts and circumstances shown thereby) shall be in form and substance satisfactory to the Majority Banks.
Environmental Surveys. Crown has determined that the items set forth on Schedule 4.7 require remediation in order to comply with the Environmental Health and Safety Laws (collectively, the "Remediation"). Prior to the Closing, Allied shall engage reputable environmental consultants and engineers (the "Engineers"), reasonably approved by Crown, to devise a plan and strategy (the "Plan") to perform the Remediation and to complete the Remediation at Allied's sole cost and expense. Crown shall have the right to approve the Plan, provided that such approval is not unreasonably withheld or delayed, and observe the Remediation. The Remediation shall be completed prior to the Closing and Crown shall have received a certificate from the Engineers that the Remediation has been completed and the subject areas, and any other areas uncovered in the course of the Remediation, have been completed and comply with all Environmental Health and Safety Laws (the "Completion Certificate"). If the Remediation is not completed prior to the Closing, or if Crown does not receive an unqualified Completion Certificate prior to Closing, then Crown shall have the option to proceed to Closing but (i) require Allied to continue with the Remediation or (ii) complete the Remediation itself and charge Allied the reasonable costs, fees and expenses incurred in completing the Remediation. Allied's agreement under this section does not limit its representation and warranty set forth in Section 2.18 hereof.
Environmental Surveys. Parent shall have the right, at its sole option and cost, to obtain Phase I or similar environmental audits or investigations of all real property or facilities owned or used by either the Company or the Bank, conducted by an independent environmental consultant selected by Parent. If any such Phase I environmental audit or investigation discloses an environmental condition that, in the Buyer’s discretion, warrants a Phase II or similar environmental audit or investigation, then Parent shall have the right to obtain a Phase II or similar environmental audit or investigation, the reasonable expenses of which Phase II or similar environmental audit or investigation shall be paid by the Company. No such environmental audit or investigation shall have identified any violations of any Environmental Law or conditions relating to the environment, human health or safety, which will cost more than $300,000 in the aggregate to remediate, correct, settle or otherwise resolve without any corrective or remedial action prior to the Effective Time. If such environmental audits or investigations identify any violation of Environmental Laws or any condition relating to the environment, human health or safety costing $300,000 or less to remediate, correct, settle or otherwise resolve, in the aggregate, then Company shall have taken commercially reasonable steps to begin to remediate, correct, settle or otherwise resolved such violations or conditions.
