Common use of Environmental Testing Clause in Contracts

Environmental Testing. (a) Until the expiration of Seller’s obligation to conduct Seller Remediation Activities, or until the Company provides notice of a Company Assumption pursuant to Section 4.01(a) (but only to the extent necessary to conduct the Corrective Action that is subject to the Company Assumption), the Company shall not directly or indirectly, initiate or conduct Environmental Testing of the Assets. Notwithstanding the preceding sentence, the Company may conduct Environmental Testing of the Assets in the event (i) such Environmental Testing is performed in the ordinary course of business of the Company such as geophysical studies of building foundations or in connection with construction, remodeling or demolition and rebuild work on Assets, (ii) the Company or its Affiliates are ordered or directed to conduct such Environmental Testing by any Governmental Authority having jurisdiction thereof, (iii) such Environmental Testing is conducted as a result of and reasonably necessary to respond to a Release that occurs after the Closing, (iv) there is reasonable evidence that such Environmental Testing is required by applicable Environmental Laws then in effect and interpreted, or (v) such Environmental Testing is conducted as a result of any written Claim by a Person other than a Buyer Indemnified Party. For the avoidance of doubt, the Company may at any time(s) conduct non-intrusive investigations of Environmental Conditions of the Assets, including Phase I environmental site assessments. (b) Prior to engaging in any Environmental Testing, the Company shall provide Seller with reasonable advance written notice so that Seller may, at its own expense, observe such activities and obtain any split samples it may desire. The Company shall provide Seller with copies of all written, non-privileged reports prepared by third parties related to Environmental Testing. In the event that exigent circumstances (such as responding to a Release) do not allow for reasonable advance written notice of Environmental Testing, the Company will make a good faith attempt to orally advise Seller of such Environmental Testing and shall, within a reasonable time thereafter, provide written notice to Seller describing the Environmental Testing that was conducted.

Environmental Testing. (a) Until the expiration of Seller’s obligation to conduct Seller Remediation Activities, or until the Company provides notice of a Company Assumption indemnification obligations pursuant to Section 4.01(a) (but only to the extent necessary to conduct the Corrective Action that is subject to the Company Assumption)15.04 of this Schedule 15.01, the Company Buyer shall not (and shall not permit its Affiliates to) directly or indirectly, initiate or conduct Environmental Testing of the Assets. Notwithstanding the preceding sentenceAssets (including, the Company installation of monitoring ▇▇▇▇▇ or re-activation of existing monitoring ▇▇▇▇▇ after the Closing at the Refinery or testing effluent for constituents not on a discharge permit); provided that Buyer may conduct Environmental Testing of the Assets in the event (i) subject to Section 15.09(d) of this Schedule 15.01, such Environmental Testing is performed in the ordinary course necessary Ordinary Course of business Business of the Company such as geophysical studies of building foundations or Buyer in connection with construction, remodeling or demolition and rebuild work on the Assets, (ii) the Company Buyer or its Affiliates are expressly ordered or directed in writing to conduct such Environmental Testing by any Governmental Authority having jurisdiction thereof, (iii) such Environmental Testing is conducted as a result of and reasonably necessary to respond to investigate changed conditions indicative of a Release that occurs after the Closingpotential new Release, (iv) there is reasonable evidence that such Environmental Testing is expressly required by applicable Environmental HSE Laws then in effect and interpreted, (v) such Environmental Testing is performed to confirm compliance with or required by the Cleanup and Abatement Order or any Corrective Action Order, or (vvi) such Environmental Testing is conducted as a result of and in the investigation of any written Claim by a Person other than a Buyer Indemnified Party. For the avoidance of doubt, the Company Buyer may at any time(s) conduct non-intrusive investigations of Environmental Conditions of the Assets, including Phase I environmental site assessments. (b) Prior Subject to Section 15.11(a) of this Schedule 15.01, prior to engaging in any Environmental Testing, the Company Buyer shall provide Seller if practicable with reasonable thirty (30) days’ advance written notice so that Seller may, at its own expense, observe such activities and obtain any split samples it may desiredesire for its own purposes. The Company Buyer shall within fifteen (15) days provide Seller with copies of all written, non-privileged written reports prepared by third parties related to Environmental Testing. In the event that exigent circumstances (such as responding to a Release) do where both Parties agree that it does not allow for reasonable advance written notice of Environmental Testing, the Company Buyer will make a in good faith attempt to orally advise Seller of such Environmental Testing Testing, retain split samples to be made available to Seller for analysis, and shall, within a reasonable time immediately thereafter, provide written notice to Seller describing the Environmental Testing that was conductedconducted and copies of all reports as required in this subparagraph.