Common use of PHASE I AND PHASE II Clause in Contracts

PHASE I AND PHASE II. Buyer shall be permitted to perform, at its expense, a Phase I environmental assessment (the "Phase I"), and, if warranted based on reasonable suspicion arising from the results of the Phase I (and subject to the consent of Seller, which consent will not be unreasonably withheld) an additional limited subsurface assessment (the "Phase II") of such areas of the Real Property warranting such further assessment, as the Parties shall in detail and in good faith reasonably agree, provided that the Phase I (and the Phase II, if applicable) shall be conducted by an environmental consultant (the "Consultant") selected by Buyer and reasonably acceptable to Seller (which acceptance shall not be unreasonably withheld or delayed) and in a reasonable manner, during normal business hours, and in such a way as to minimize the disruption to the Business; provided, further, that no Phase II assessment shall take place with respect to any matter reflected, disclosed or described on Schedule 3.6(f) for which Seller bears or would bear responsibility under Section 1.7(h). The conclusions of the Consultant based on the Phase I (and the Phase II, if applicable) shall be reflected in a report prepared by the Consultant and delivered to Buyer, a copy of which Buyer shall promptly furnish to Seller (the "Environmental Report"), together with the appropriate Consultant's reliance letter entitling Seller to rely on the Environmental Report. The purpose of the Environmental Report is to provide some evidence of the condition of such Real Property prior to the Transfer Date. Seller shall provide to Buyer and the Consultant reasonable access to all material non-privileged (in the sense of attorney-client privilege) documentation and information in its possession relative to the environmental condition of the Real Property.

PHASE I AND PHASE II. Buyer shall be permitted to perform, at its expense, a Phase I environmental assessment (the "Phase I"), and, if warranted based on reasonable suspicion arising from the results of the Phase I (and subject to the consent of Seller, which consent will not be unreasonably withheld) an additional limited subsurface assessment (the "Phase II") of such areas of the Real Property warranting such further assessment, as the Parties shall in detail and in good faith reasonably agree, provided that PROVIDED THAT the Phase I (and the Phase II, if applicable) shall be conducted by an environmental consultant (the "Consultant") selected by Buyer and reasonably acceptable to Seller (which acceptance shall not be unreasonably withheld or delayed) and in a reasonable manner, during normal business hours, and in such a way as to minimize the disruption to the Business; providedPROVIDED, furtherFURTHER, that no Phase II assessment shall take place with respect to any matter reflected, disclosed or described on Schedule 3.6(f) for which Seller bears or would bear responsibility under Section 1.7(h). The conclusions of the Consultant based on the Phase I (and the Phase II, if applicable) shall be reflected in a report prepared by the Consultant and delivered to Buyer, a copy of which Buyer shall promptly furnish to Seller (the "Environmental Report"), together with the appropriate Consultant's reliance letter entitling Seller to rely on the Environmental Report. The purpose of the Environmental Report is to provide some evidence of the condition of such Real Property prior to the Transfer Date. Seller shall provide to Buyer and the Consultant reasonable access to all material non-privileged (in the sense of attorney-client privilege) documentation and information in its possession relative to the environmental condition of the Real Property.