Common use of Environmental Testing Clause in Contracts

Environmental Testing. Seller shall provide Purchaser copies of each of the Phase I Site Assessments prepared for the Facilities by EMG (the "Existing Site Assessments"), each of which are dated August 22, 1997. Purchaser may, at its option and expense, have the Existing Site Assessments addressed and certified to Purchaser, in which event Seller agrees to cooperate with Purchaser in obtaining such recertifications. In the event Purchaser desires further testing, Seller hereby grants to Purchaser and its agents the right to enter upon the Premises at any reasonable time or times after the Effective Date to conduct, at Purchaser's sole cost and expense, such further inspections, investigations, and tests as are necessary to complete Purchaser's own Preliminary Environmental Site Assessment ("PESA") at each Facility. If any such PESA shall indicate that any Hazardous Material may be located at the Premises, Seller hereby grants to Purchaser and its agents the right to conduct such additional inspections, investigations and tests of the Premises, including, without limitation, test borings, to determine whether, in fact, any Hazardous Material is located at the Premises. In connection with the conduct of such PESA's and any further testing warranted thereby (collectively, the "Environmental Testing"), Purchaser agrees, at Purchaser's sole cost and expense, to repair any damage to the Premises resulting from such Environmental Testing. Purchaser shall hold confidential the information in the Existing Site Assessments and results of the Environmental Testing in the event Purchaser does not close the transaction contemplated by this Agreement; provided, however, that in the event any Hazardous Material is discovered at the Premises and Purchaser is required by law to disclose such finding to governmental authorities, Purchaser shall have the right to disclose such finding to such authorities without liability to Purchaser; provided, further, that Purchaser shall disclose such findings to Seller prior to disclosure of such findings to any governmental authorities.

Environmental Testing. Seller shall provide Purchaser copies of each of the Phase I Site Assessments prepared for the Facilities by EMG (the "Existing Site Assessments"), each of which are dated August 22, 1997. Purchaser may, at its option and expense, have the Existing Site Assessments addressed and certified to Purchaser, in which event Seller agrees to cooperate with Purchaser in obtaining such recertifications. In the event Purchaser desires further testing, Seller hereby grants to Purchaser and its agents the right to enter upon the Premises at any reasonable time or times after the Effective Date to conduct, at Purchaser's sole cost and expense, such further preliminary inspections, investigations, and tests as are necessary to complete Purchaser's own a Preliminary Environmental Site Assessment ("PESA") at each Facility. If any such PESA shall indicate that any Hazardous Material may be located at the Premises, Seller hereby grants to Purchaser and its agents the right to conduct such additional inspections, investigations investigations, and tests of the Premises, including, without limitation, test borings, to determine whether, in fact, any Hazardous Material is located at the Premises. In connection with the conduct of such PESA's and any further testing warranted thereby (collectively, the "Environmental Testing"), Purchaser agrees, at Purchaser's sole cost and expense, to repair any damage to the Premises resulting from such Environmental Testing. Purchaser shall hold confidential the information in the Existing Site Assessments and results of the Environmental Testing in the event Purchaser does not close the transaction contemplated by this Agreement; provided, however, that in the event any Hazardous Material is discovered at the Premises and Purchaser is required by law to disclose such finding to governmental authorities, Purchaser shall have the right to disclose such finding to such authorities without liability to Purchaser; provided, further, that Purchaser shall disclose such findings to Seller prior to their disclosure of such findings to any governmental authorities.

Environmental Testing. Seller (a) As soon as reasonably practicable following the date hereof, the Purchaser shall provide be entitled (but shall not be obligated) to engage a qualified environmental consultant of its choosing, who possesses appropriate insurance for the work to be completed, to conduct additional environmental testing in accordance with the instructions provided by the Purchaser copies with respect to: a) the two historical natural gas xxxxx, and any Hazardous Substances associated with the presence of each of these xxxxx on the Haldimand Property as described in the Draft Phase I Environmental Site Assessments Assessment, dated May 25, 2021 at 000 Xxxxxx Xxxx 00, Xxxxxxxxx, Xxxxxxx, prepared for by Blue Frog Environmental Consulting Inc.; and b) the Facilities by EMG (the "Existing Site Assessments"), each of which are dated August 22, 1997. Purchaser may, at its option and expense, have the Existing Site Assessments addressed and certified to Purchaser, in which event Seller agrees to cooperate with Purchaser in obtaining such recertifications. In the event Purchaser desires further testing, Seller hereby grants to Purchaser and its agents the right to enter upon the Premises at any reasonable time or times after the Effective Date to conduct, at Purchaser's sole cost and expense, such further inspections, investigationstwo former above ground fuel storage tanks, and tests as are necessary to complete Purchaser's own Preliminary Environmental Site Assessment ("PESA") at each Facility. If any such PESA shall indicate that any associated Hazardous Material may be located at the Premises, Seller hereby grants to Purchaser and its agents the right to conduct such additional inspections, investigations and tests of the Premises, including, without limitation, test borings, to determine whether, Substances released from or in fact, any Hazardous Material is located at the Premises. In connection with the conduct use of such PESA's storage tanks, present on 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, as described in the Draft Phase I Environmental Site Assessment, dated May 25, 2021, for 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx, prepared by Blue Frog Environmental Consulting Inc. (the “Effingham Site”, and any further testing warranted thereby together with the Haldimand Property, the “Sites”) (collectively, the "“Environmental Testing"”). (b) To the extent that the Environmental Testing identifies Hazardous Substances in the soil or groundwater that are in excess of the Site Condition Standards and that are associated with the above ground storage tanks or the historic natural gas xxxxx at the Sites, or to the extent that the Environmental Testing identifies the presence of Hazardous Substances at the Haldimand Property associated with the natural gas xxxxx that reasonably pose a risk to the environment or to human health and safety or any required well decommissioning or plugging obligations, then the consultant shall be instructed by the Purchaser agreesto develop and submit a remedial action plan (“RAP”) detailing the scope of work required to remove or otherwise address such Hazardous Substances in accordance with applicable Laws, at Purchaser's sole cost which for greater certainty, may include pumping, collecting, sampling, treating or disposing of any contaminants and/or remedial work required to prevent the migration of any contaminants onto or from the Sites, excavation, plugging and expensebackfilling work and monitoring any contaminants, including without limitation all physical improvements, protective systems, monitoring systems, collection systems, treatment systems, tanks, pipes, equipment, connections, barriers, drainage systems, valves, couplings and other features and all associated equipment as may be required for any of the aforesaid purposes, and provided further that risk assessment shall be conducted, where possible, with respect to repair any Hazardous Substances that are located under a structure or building or that are not otherwise easily accessible (all such activity required or recommended by the RAP being collectively referred to as “Remediation”). (c) The Purchaser shall promptly provide to the Sellers a copy of the RAP and any information, data, or reports obtained in connection with the Environmental Testing and Remediation. (d) The actual costs of such Remediation shall be paid by the Sellers or, if paid by the Purchaser or any Acquired Entity, shall promptly be reimbursed by the Sellers, up to a maximum amount of $7,500,000 in the aggregate for both Sites, provided that the Purchaser shall complete the Remediation within 18 months of the date hereof. If the Purchaser decides to proceed with Environmental Testing, it agrees to initiate such Environmental Testing during the Closing Period. If the Environmental Testing is not commenced during the Closing Period or if the Remediation is not completed within 18 months of the date hereof, then the Sellers shall no longer have any obligations under this Section 6.26. (e) The Purchaser shall be responsible for any damage to or personal injury caused by the Premises resulting from such Environmental Testing. Purchaser shall hold confidential the information in the Existing Site Assessments and results conduct of the Environmental Testing or Remediation, and shall indemnify and save the Sellers’ Indemnified Persons harmless from, and shall pay for, any Damages suffered by, imposed upon or asserted against any of them as a result of or arising out of the conduct of the Environmental Testing or the Remediation, subject however to the Sellers’ obligation to pay for all costs of the Remediation in accordance with this Section 6.26. This indemnity will survive termination of this Agreement and will survive the event Purchaser does not close the transaction contemplated by this Agreement; provided, however, that in the event any Hazardous Material is discovered at the Premises and Purchaser is required by law to disclose such finding to governmental authorities, Purchaser shall have the right to disclose such finding to such authorities without liability to Purchaser; provided, further, that Purchaser shall disclose such findings to Seller prior to disclosure of such findings to any governmental authoritiesClosing.

Environmental Testing. Seller shall provide Purchaser copies of each of At any time during the Phase I Site Assessments prepared for the Facilities by EMG Term (the "Existing Site Assessments"and any renewals thereof), each of which are dated August 22but not more than once in any preceding twelve (12) month period, 1997. Purchaser may, at its option and expense, Landlord shall have the Existing Site Assessments addressed and certified to Purchaser, in which event Seller agrees to cooperate with Purchaser in obtaining such recertifications. In the event Purchaser desires further testing, Seller hereby grants to Purchaser and its agents the right to enter upon the Premises at any reasonable time or times after the Effective Date to conduct, at Purchaser's Landlord’s sole cost and expense, such further inspectionsenvironmental audits, investigations, and tests as are necessary to complete Purchaser's own Preliminary Environmental Site Assessment ("PESA") at each Facility. If any such PESA shall indicate that any Hazardous Material may be located at and/or site assessments on the Premises, Seller hereby grants to Purchaser and its agents the right to conduct such additional inspections, investigations and tests of the Premises, including, without limitation, test borings, to determine whether, in fact, any Hazardous Material is located at the Premises. In connection with the conduct of such PESA's and any further testing warranted thereby (collectively, the "Environmental Testing"), Purchaser agrees, at Purchaser's sole cost and expense, to repair any damage to the Premises resulting from such Environmental Testing. Purchaser shall hold confidential the information in the Existing Site Assessments and results of the Environmental Testing in the event Purchaser does not close the transaction contemplated by this AgreementGenerator Site; provided, however, that if Landlord discovers through such audits, tests and/or site assessments conditions at the Generator Site that do not comply with applicable legal environmental standards, Tenant shall reimburse Landlord for Landlord’s reasonable, out-of-pocket costs and expenses associated with such audits, tests and/or site assessments, which costs and expenses shall be due and payable by Tenant within ten (10) days after receipt of an invoice from Landlord, together with appropriate documentation evidencing such violation and such reasonable costs and expenses. In the event such environmental audits, tests and/or site assessments discover conditions that do not meet legal environmental standards, Landlord shall immediately notify Tenant of such conditions and Tenant shall immediately correct, at Tenant’s sole cost and expense, any such conditions in accordance with applicable laws and as reasonably recommended by Landlord, including the cost of re-testing, whether or not formally ordered or required by applicable laws, unless such conditions were not caused by the installation, presence and/or operation of the Emergency Generator and/or the Generator Connecting Equipment or any other act or omission of Tenant or any Tenant Parties. Notwithstanding anything to the contrary in the event foregoing, the reasonable, out-of-pocket costs and expenses incurred by Landlord in connection with any Hazardous Material is discovered environmental audits, tests and/or site assessments on the Generator Site performed by or on behalf of Landlord at the Premises expiration of the Term of the Lease, or earlier removal of the Emergency Generator, shall be paid for by Tenant regardless of whether or not such audits, tests and/or site assessments discover conditions that do not meet legal environmental standards, and Purchaser is required by law to disclose Tenant shall reimburse Landlord for such finding to governmental authoritiescosts and expenses within ten (10) days after receipt of an invoice from Landlord, Purchaser shall have the right to disclose together with appropriate documentation evidencing such finding to such authorities without liability to Purchaser; provided, further, that Purchaser shall disclose such findings to Seller prior to disclosure of such findings to any governmental authoritiesreasonable costs and expenses.