Physical Testing. Any physically intrusive, invasive or destructive testing or investigation (however characterized) of, on or under the Property or any portion or part thereof, for the presence or absence of Hazardous Materials, or for other purposes, including, without limitation, by (i) taking, sampling or testing groundwater or soils, (ii) air quality sampling or testing, or (iii) probing, cutting, penetrating, removing or otherwise disturbing any interior or exterior feature of the Land or Improvements in order to sample, test, observe or monitor normally inaccessible areas, components, features or systems.
Physical Testing. Buyer shall not conduct or allow any Physical Testing without Seller’s prior written consent, which consent may be withheld at Seller’s sole and absolute discretion. Buyer shall provide Seller with notice not less than three (3) Business Days prior to the commencement of any Physical Testing, and if approved by Seller, Seller shall have the right to have its own consultant present for any such work. Buyer acknowledges and agrees that Seller’s review of Buyer’s work plan is solely for the purpose of protecting Seller’s interests, and shall not be deemed to create any liability of any kind on the part of Seller in connection with such review that, for example, the work plan is adequate or appropriate for any purpose or complies with applicable legal requirements. All Physical Testing and all other work and investigations shall be performed in compliance with all local, state and federal laws, rules and regulations, including, without limitation, any and all permits required thereunder, all of which shall be at the sole cost and expense of Buyer.
Physical Testing. Without limiting the foregoing, before any entry to perform any on-site sampling or other physically invasive procedures (such as a Phase II environmental audit), Buyer shall give Seller written notice thereof together such information relating thereto as Seller may reasonably request. Seller shall approve or disapprove the proposed sampling or testing in writing, in Seller’s sole and absolute discretion, within three (3) business days after receipt of such written notice. If Seller fails to respond to Buyer’s request, such request shall be deemed disapproved. If Buyer or any of Buyer’s Representatives takes any sample from the Property in connection with any such testing, Seller shall be provided an opportunity to take a portion of such sample being tested in a sufficient quantity to allow Seller, if it so chooses, to perform its own testing. Buyer shall, if requested to do so by Seller, backfill any borings, holes or trenches resulting from any entry on the Property by Buyer or any of Buyer’s Representatives (including removal of any cylinder or core installed as part of such borings, holes or trenches, and compaction of backfill material to match the compaction of surrounding soil). Buyer shall obtain at its sole expense any clean materials needed to complete any such backfilling in accordance with all applicable laws and regulations. In the event that any material excavated by Buyer in connection with its testing is contaminated by the presence of Hazardous Materials Buyer shall dispose of such material in accordance with all applicable laws. If the purchase of the Property does not close for any reason, Buyer shall have no obligation to remediate any contamination revealed by Buyer’s investigations with respect to the Property except to the extent Buyer or any of Buyer’s Representatives caused the release of such contamination to occur or exacerbated the condition thereof.
Physical Testing. Notwithstanding the foregoing, without first obtaining Seller's prior written consent (which shall not be unreasonably withheld or delayed), Buyer shall only conduct a visual inspection, with no right to conduct any boring, sampling or removal of any portion of the Property (collectively, "Physical Testing"). (Without limiting the generality of the foregoing sentence, it is specifically agreed that a Phase II environmental inspection shall constitute "Physical Testing" for purposes of this Agreement.) If Buyer wishes to conduct any Physical Testing of the Property, Buyer shall submit a work plan to Seller for Seller's prior written approval (not to be unreasonably withheld or delayed), which work plan Seller may modify, limit or disapprove in its reasonable discretion. It shall be reasonable for Seller to disapprove a Phase II environmental inspection if there is no Phase I environmental report that sets forth adequate grounds for conducting a Phase II inspection. If Seller approves a work plan, all Physical Testing shall comply strictly with the work plan that has been approved by Seller, and if Seller does not approve a work plan, Buyer shall not conduct any Physical Testing of the Property. If Buyer intends to conduct any Physical Testing, prior to commencing any such Physical Testing, Buyer shall provide Seller with sufficient evidence to show that Buyer and Buyer's Agents who are to enter upon the Property are adequately covered by policies of insurance insuring Buyer and Seller against any and all liability arising out of Buyer's or Buyer's Agents' entry upon and Inspection of the Property, including without limitation any loss or damage to the Property, with coverage in the amount not less than $1,000,000 per occurrence. If Buyer or Buyer's Agents conduct any activities on the Property that are excluded from the definition of "Inspection" (except pursuant to a work plan approved by Seller in accordance with this paragraph), that shall be a material breach of this Agreement and Seller may terminate this Agreement in accordance with the terms of Section 3.6 and keep the Deposit and any interest accrued thereon as liquidated damages pursuant to Section 5.6.
Physical Testing. Seller shall have the right of approval (which shall not be unreasonably withheld or delayed) of any proposed physical testing or drilling of the Real Property. If Buyer, or its agents, representatives or employees, undertake any borings or other disturbance of the soil, such borings or disturbance shall be recompacted to the original condition before such activities and Buyer shall obtain at its expense a certification from a soils engineer that the borings or disturbance has been so recompacted.
Physical Testing. Buyer shall not conduct or allow any Physical Testing, on or under the Property, including, without limitation, for Hazardous Materials, without Seller’s prior written consent, which consent may be withheld at Seller’s sole and absolute discretion. Buyer shall provide Seller with notice not less than five (5) Business Days prior to the commencement of any Physical Testing, accompanied by a detailed work plan describing the nature, scope, location and purpose of the proposed work, and if approved by Seller, Seller shall have the right to have its own consultant present for any such work. Buyer acknowledges and agrees that Seller’s review of Buyer’s work plan is solely for the purpose of protecting Seller’s interests, and shall not be deemed to create any liability of any kind on the part of Seller in connection with such review that, for example, the work plan is adequate or appropriate for any purpose or complies with applicable legal requirements. All work and investigations shall be performed in compliance with all local, state and federal laws, rules and regulations, including, without limitation, any and all permits required thereunder, all of which shall be at the sole cost and expense of Buyer.
Physical Testing. Any physically intrusive, invasive or destructive testing including, without limitation, (i) taking, sampling or testing surface water, groundwater or soils, (ii) air quality sampling or testing, and (iii) probing, cutting, penetrating, removing or otherwise disturbing any interior or exterior feature, system or component of the Property or any improvements on or at the Property in order to sample, test, observe or monitor normally inaccessible areas, components, features or systems
Physical Testing. Buyer shall obtain Seller's advance written consent to any proposed physical testing or drilling of the Real Property by Buyer or Buyer's representatives (which consent shall not be unreasonably withheld or delayed). If Buyer, or its agents, representatives or employees, undertake any borings or other disturbance of the soil, such borings or disturbance shall be recompacted to the original condition of the Real Property before such activities and Buyer shall obtain at its expense a certification from a soils engineer that the borings or disturbance has been so recompacted.
Physical Testing. Any physically intrusive, invasive or destructive testing or investigation (however characterized) of, on or under the Property or any portion or part thereof, for the presence or absence of Hazardous Materials, or for other purposes, including, without limitation, by (i) taking, sampling or testing groundwater or soils, (ii) air quality sampling or testing, or (iii) probing, cutting, penetrating, removing or otherwise disturbing any interior Purchase and Sale Agreement Addendum I – Definitions Page 5 of 7 963039.6
Physical Testing. Flexural strength and modulus of elasticity shall be determined in accordance with test method ASTM D790.
