Standard Practice Environmental Site Assessments Clause Samples

Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (each, a “Site Assessment”). In the event Buyer’s Site Assessment leads Buyer or its designee to reasonably conclude that an ASTM Phase II Environmental Assessment is warranted as to certain of the Properties, Buyer may request Seller’s consent to conduct such Phase II Environmental Assessment, which consent Seller may withhold in its sole and absolute discretion; provided, however, that if Seller withholds such consent, Buyer may elect to claim an Environmental Defect for such Properties and may, upon its own discretion, exclude such affected Properties pursuant to Section 7.4(c) below. Any Phase II Environmental Assessment costs shall be borne by Buyer, and Buyer shall be solely responsible for costs arising therefrom to the extent related to surface restoration required under any Lease, Easement or Applicable Contract. Buyer shall furnish to Seller, free of cost, a copy of any written report prepared by or for Buyer related to any Site Assessment or Phase II Environmental Assessment of the Properties as soon as reasonably possible after it is prepared. All environmental reports prepared by or for Buyer shall be maintained in strict confidence and for use solely in connection with its evaluation of the Properties. Except for the obligations to provide reports to Seller as set forth in this Section 6.2, if Closing does not occur, such reports shall not be disclosed to any other party.
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Site Assessment”). In the event an independent licensed professional engineer (with a minimum of 5 years experience in performing environmental site assessments) (i) concludes in such Site Assessment report (“Report”), or reasonably believes as a result of the existence of particular conditions on the Properties identified and described in any Report, that an environmental Defect exists or is believed to exist, or (ii) concludes in such Report that based upon particular conditions on the Properties identified and described in the Report, that an additional review must be performed in order to determine whether such conditions actually constitute an environmental Defect, then the Buyer shall have the right to request permission from the Sellers to perform an additional environmental assessment, which may include invasive testing. In the event Seller refuses to grant ▇▇▇▇▇’s request to perform any such additional environmental assessment, then any such affected Property shall be deemed as a Defect under Section 7.2 hereof. Any request by Buyer to perform such additional environmental assessment shall include as part of such Request (i) copies of the Site Assessment detailing the findings of an environmental Defect or conditions supporting the reasonable conclusion of such engineer that an environmental Defect may exist, (ii) the detailed plan for such additional environmental assessment requested by such Engineer to be performed to confirm that such Environmental Defect may exist, and (iii) the intended purpose of each such additional review to be performed. Any Site Assessment or additional environmental assessment shall be conducted at the sole cost and expense of Buyer. If any additional environmental assessment is allowed by Seller, prior to conducting any boring, drilling or other invasive investigative activity with respect to such land (“Invasive Activity”), Buyer shall furnish for Seller’s review a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Site Assessment or additional environmental assessment. If any additional environmental assessment is allowed by Seller, Seller shall have the right, at its option and expense, to split samples with Buyer. After completing any Site Assessment and should Sell...
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Site Assessment”), and at the Company’s discretion, shall be accompanied by a representative of the Company. Upon the written request of Seller or the Company, Buyer shall furnish, free of costs, to the Company or Seller with a copy of any written report prepared by or for Buyer related to any Site Assessment of the properties and facilities as soon as reasonably possible after it is prepared. All environmental reports prepared by or for Buyer shall be maintained in strict confidence and for use solely in connection with the evaluation of the Company. Except for the obligations to provide reports to the Company or Seller as set forth in the preceding sentence, if the Closing does not occur, such reports, shall not be disclosed to any other party. (b) Buyer agrees that it will not, and will cause its respective representatives not to, use any information obtained by any such Person pursuant to this ARTICLE VII or otherwise in conjunction with the negotiation, execution, or consummation of the transactions contemplated in this Agreement for any purpose unrelated to the consummation of the transactions contemplated by this Agreement, except as and to the extent permitted by the terms of this Agreement or the Ancillary Agreements; provided, that, the foregoing shall not apply to any information that (i) is in the public domain, (ii) is published or otherwise becomes part of the public domain through no fault of Buyer or any of its Affiliates or (iii) becomes available to Buyer or any of its Affiliates on a non-confidential basis from a source that did not acquire such information (directly or indirectly) from Seller or Buyer or any of their respective Affiliates on a confidential basis. The Confidentiality Agreement shall apply with respect to the information furnished thereunder and hereunder and any other activities contemplated thereby. Buyer shall indemnify, defend and hold harmless the Company, Seller, Seller’s direct and indirect equity holders and any of their respective Affiliates from and against any and all claims, actions, causes of action, demands, assessments, losses, damages, liabilities, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees and expenses), of any nature whatsoever asserted against or suffered by the Company or Seller relating to, resulting from or arising out of examinations or inspections made by Buyer or its...
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Site Assessment”), and at the Company’s discretion, shall be accompanied by a representative of the Company. Upon the Company’s or Seller’s written request, Buyer shall furnish, free of costs, the Company or Seller with a copy of any written Phase I report prepared by or for Buyer related to any Site Assessment of the Properties as soon as reasonably possible after it is prepared. Until the Closing, all environmental reports prepared by or for Buyer shall be maintained in strict confidence and for use solely in connection with the evaluation of the Properties. Except for the obligations to provide reports to the Company or Seller as set forth in the preceding sentence or as otherwise might be needed to share in connection with any financing of the purchase or otherwise, if Closing does not occur, such reports, shall not be disclosed to any other party except as required by Applicable Laws.
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05)), compliance reviews, sampling, boring, drilling or other invasive investigation activities at, on, under or about the Properties (provided such sampling, boring, drilling or other invasive investigation activities if conducted prior to the Closing are made with the express written consent or approval of the Seller).
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05). Seller will have the right to have a Representative present at all times during any such inspections, interviews and examinations. Buyer will not conduct any boring, drilling, testing or other on-site sampling activities on or with respect to any of the Properties without the Seller’s prior written consent. Buyer hereby indemnifies and holds harmless, releases and agrees to defend the Seller Indemnified Parties from and against any and all Losses to the extent arising from Buyer’s inspection of the Assets, including any environmental investigation, REGARDLESS OF ANY CONCURRENT NEGLIGENCE OR STRICT LIABILITY ON THE PART OF THE SELLER INDEMNIFIED PARTIES AND REGARDLESS OF THE FORM OF CLAIM WHETHER AT COMMON LAW, STRICT LIABILITY, NEGLIGENCE OR UNDER ANY STATUTE OR REGULATION, EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PARTY. Additionally, Buyer will hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement.
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Site Assessment”), and at each Company’s discretion, shall be accompanied by a representative of such Company. Upon the written request of Seller or a Company, Buyer shall furnish, free of costs, to each Company or Seller with a copy of any written report prepared by or for Buyer related to any Site Assessment of the Properties as soon as reasonably possible after it is prepared. All environmental reports prepared by or for Buyer shall be maintained in strict confidence and for use solely in connection with the evaluation of the Properties. Except for the obligations to provide reports to the Companies or Seller as set forth in the preceding sentence, if Closing does not occur, such reports, shall not be disclosed to any other party.
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Standard Practice Environmental Site Assessments. Phase I Environmental Site Assessment Process (Publication Designation: E1527-05) (“Site Assessment”), and, at any Seller’s discretion, shall be accompanied by Seller’s representative. In the event the results of the Buyer’s Site Assessment demonstrates to the reasonable satisfaction of the Buyer the existence of an environmental Defect, the Buyer shall have the right to request permission from the Sellers to perform an additional environmental assessment, which may include invasive testing, and in the event any Seller refuses to grant Buyer’s request to do such additional environmental assessment, then any such affected Property shall be deemed as a Defect under 7.2 hereof. Buyer shall furnish, free of costs, Sellers with a copy of any written report prepared by or for Buyer related to any Site Assessment of the Properties as soon as reasonably possible after it is prepared. All environmental reports prepared by or for Buyer shall be maintained in strict confidence and for use solely in connection with its evaluation of the Properties. Except for the obligations to provide reports to Sellers as set forth in the preceding sentence, if Closing does not occur, such reports, shall not be disclosed to any other party.
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Related to Standard Practice Environmental Site Assessments

  • Environmental Site Assessment Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply and use commercially reasonable efforts to cause all lessees and other persons occupying Real Property owned or operated by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and property and obtain and renew all material Environmental Permits applicable to its operations and property and conduct any Response in accordance with Environmental Laws; provided, however, that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. (b) If a Default caused by reason of a breach of Section 3.17 or Section 5.09(a) shall have occurred and be continuing for more than 20 Business Days without the Companies commencing activities reasonably likely to cure such Default, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such request, at the expense of Borrower, an environmental site assessment report regarding the matters which are the subject of such default, including where appropriate, any soil and/or groundwater sampling, prepared by an environmental consulting firm and in form and substance reasonably acceptable to the Administrative Agent and indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance or Response to address them in connection with such Default.

  • O.S.H.A. and Environmental Compliance (a) Borrower has duly complied with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; there have been no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations. (b) Borrower has been issued all required federal, state and local licenses, certificates or permits relating to all applicable Environmental Laws. (i) There are no visible signs of releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Substances at, upon, under or within any Real Property or any premises leased by Borrower; (ii) to the best of Borrower’s knowledge, there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by Borrower; (iii) to the best of Borrower’s knowledge, neither the Real Property nor any premises leased by Borrower has ever been used as a treatment, storage or disposal facility of Hazardous Waste; and (iv) no Hazardous Substances are present on the Real Property or any premises leased by Borrower, excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of Borrower or of its tenants.

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

  • Environmental Law Compliance The use which the Borrower or any of its Restricted Subsidiaries intends to make of any real Property owned by it will not result in the disposal or other release of any Hazardous Substance or solid waste on or to such real Property in violation of any Environmental Law, except any such violation which is not, and would not reasonably be expected to cause, a Material Adverse Change. As used herein, the term "release" as used in this Section shall have the meanings specified in CERCLA (as defined in the definition of applicable Environmental Laws), and the terms "solid waste" and "disposal" shall have the meaning specified in RCRA (as defined in the definition of applicable Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as to broaden or narrow the meaning of any term defined thereby, such broader or narrower meaning shall apply subsequent to the effective date of such amendment; and provided further, to the extent that any other law applicable to the Borrower, any of its Restricted Subsidiaries or any of their properties and assets establishes a meaning for "hazardous substance," "release," "solid waste," or "disposal" which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. The Borrower and each Restricted Subsidiary agrees to indemnify and hold the Administrative Agent and each Lender harmless from and against, and to reimburse them with respect to, any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and courts costs) asserted or awarded against or incurred by any of them by reason of or arising out of transactions contemplated by this Agreement and (a) the failure of the Borrower or any of its Restricted Subsidiaries to perform any obligation hereunder regarding asbestos or applicable Environmental Laws, (b) any violation by the Borrower or Restricted Subsidiary on or before the Release Date of any applicable Environmental Law in effect on or before the Release Date, and (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date, involving the presence on such real Property or release from such real Property of Hazardous Substances or solid wastes disposed of or otherwise released on or prior to the Release Date, resulting from or in connection with the ownership by the Borrower or any Restricted Subsidiary of the real Property, regardless of whether the act, omission, event or circumstance constituted a violation of any applicable Environmental Law at the time of its existence or occurrence, or whether the act, omission, event or circumstance is caused by or relates to the negligence of any indemnified Person; provided, that the Borrower shall not be under any obligation to indemnify the Administrative Agent or any Lender to the extent that any such liability arises as the result of the gross negligence or willful misconduct of such Person, as finally judicially determined by a court of competent jurisdiction. The provisions of this Section shall survive the Release Date and shall continue thereafter in full force and effect.