Abandoned Pipeline Segments Sample Clauses

Abandoned Pipeline Segments. If either (1) before Closing, or (2) on the later of ExxonMobil’s preparation of the Final Settlement Statement or 150 days after Closing, Buyer determines that any abandoned pipeline segments included in the Interests are not in compliance with rules, regulations and laws applicable at the Effective Time and Buyer reasonably estimates that the costs and expenses of the action required to place such abandoned pipeline segments in compliance with applicable rules, regulations and laws exceeds $1,000,000.00, then Buyer shall promptly notify ExxonMobil in writing of such determination (“Notice of Pipeline Condition”). Upon issuance of a Notice of Pipeline Condition, ExxonMobil and Buyer will meet and confer to determine whether any condition of non-compliance exists and, upon agreeing that a condition of non-compliance exists, they will use their best efforts to determine what action is required in order to place the timely identified abandoned pipeline segments in compliance with applicable rules, regulations and laws and the costs and expenses associated with achieving such compliance. If such costs and expenses exceed $1,000,000.00, the Base Purchase Price shall be reduced by an amount equal to fifty percent (50%) of all such costs and expenses greater than $1,000,000.00. In lieu of accepting the adjustment of the Base Purchase Price as established by this Section 9.10, ExxonMobil, at its sole option, may require Buyer to reassign the abandoned pipeline segments to ExxonMobil. Such reassignment will be in the manner described in Section 9.05.
Sample 1
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