Common use of Acceptance of Environmental Condition Clause in Contracts

Acceptance of Environmental Condition. Buyer shall give Sellers notice (an “Environmental Notice”) of any fact or circumstance that indicates a violation of a currently existing Environmental Law associated with an Asset (“Environmental Defect”). For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per property exceeds Fifty Thousand Dollars ($50,000) and complies with all of the following conditions precedent: (a) The Environmental Notice must be received by Sellers as soon as reasonably practical after discovery of the Environmental Defect by Buyer, but in any event on or before ten (10) Business Days prior to the Closing Date; (b) The Environmental Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed. (d) The Environmental Notice must reasonably describe the remediation and/or restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental experts; and (e) To the extent practicable, the Environmental Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses. If Buyer does not provide Sellers with an Environmental Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset and to have waived Buyer’s right to assert an Environmental Defect with respect to the Assets.

Acceptance of Environmental Condition. Buyer shall may give Sellers Seller notice (an “Environmental Notice”) of any fact or circumstance that indicates a violation of a currently existing Environmental Law associated with an Asset or existence of some issue which would otherwise require remedial or corrective action under any Environmental Law (“Environmental Defect”). For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per property exceeds Fifty Thirty-Five Thousand Dollars ($50,00035,000) and complies with all of the following conditions precedentprecedent but shall exclude the mere fact that a well needs to be plugged or that a wellsite or operating location needs to be reclaimed upon cessation of operations thereon or expiration of the applicable leases, easements, or agreements therefor: (a) The Environmental Notice must be received by Sellers Seller as soon as reasonably practical after discovery of the Environmental Defect by Buyer, but in any event on or before ten seven (107) Business Days prior to the Closing Date; (b) The Environmental Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed.; (d) The Environmental Notice must reasonably describe the remediation and/or restoration (“Cleanup”) required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”)party, each as recommended or estimated in good faith by Buyer’s environmental experts; and (e) To the extent practicable, the Environmental Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil finesand administrative fines and penalties), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses. If Buyer does not provide Sellers Seller with an Environmental Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset and to have waived Buyer’s right to assert an Environmental Defect with respect to the Assets, except with regard to a breach of any of Seller’s representations and warranties under this Agreement, and Buyer’s right to indemnification therefor.

Acceptance of Environmental Condition. Buyer shall give Sellers WEC notice (an “Environmental Notice”) of any fact or circumstance that (i) indicates a violation of a currently existing Environmental Law associated with an Asset a Well or any Key Facility and (ii) was not disclosed to Buyer by any Seller prior to the execution of this Agreement (“Environmental Defect”). For the purpose of this Agreement, an Environmental Defect shall mean mean: (i) a material deficiency which individually per property Well exceeds Fifty Twenty-Five Thousand and No/100 U.S. Dollars ($50,00025,000.00); or (ii) a material deficiency which individually exceeds Twenty-Five Thousand and No/100 U.S. Dollars ($25,000.00) with respect to any Key Facility and, in each case, complies with all of the following conditions precedent: (a) The Environmental Notice must be received by Sellers WEC as soon as reasonably practical after discovery of the Environmental Defect by Buyer, but in any event on or before ten (10) Business Days prior 5:00 p.m. CDT on Friday, August 5, 2016, and thereafter any such claim shall be deemed to the Closing Datehave been waived; (b) The Environmental Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed.; (d) The Environmental Notice must reasonably describe the remediation and/or restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental experts; and (e) To the extent practicable, the Environmental Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses. If Buyer does not provide Sellers WEC with an Environmental Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset Well(s) and/or the Key Facility(ies) in their current condition and to have forever waived Buyer’s right to assert an Environmental Defect with respect to the Assetsthereto.

Acceptance of Environmental Condition. Buyer shall give Sellers Seller notice (an “Environmental Defect Notice”) of any fact Environmental Defect that was not disclosed to or circumstance that indicates a violation known by Buyer prior to the execution of a currently existing Environmental Law associated with an Asset (“Environmental Defect”)this Agreement. For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per property Asset as set forth on Exhibit “C” exceeds Fifty Thousand Dollars ($50,000) and complies with all of the following conditions precedent: (a) The Environmental Defect Notice must be received by Sellers Seller as soon as reasonably practical after discovery of the Environmental Defect by Buyer, but in any event on or before ten (December 10) Business Days prior to the Closing Date, 2012; (b) The Environmental Defect Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed. (d) The Environmental Defect Notice must reasonably describe the remediation and/or restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental experts; and (e) To the extent practicable, the Environmental Defect Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses. If Buyer does not provide Sellers Seller with an Environmental Defect Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset and to have waived Buyer’s right to assert an Environmental Defect with respect to the Assets.

Acceptance of Environmental Condition. Buyer shall give may provide one or more written notices to Sellers notice (an “Environmental Notice”) of any fact or circumstance that indicates a violation of a currently existing an Environmental Law associated with an Asset (“Environmental Defect”). For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per property exceeds Fifty Thousand Dollars ($50,000) and complies with all of the following conditions precedent: (a) The Environmental Notice must be received by Sellers as soon as reasonably practical after discovery of, and analysis of the effects and potential Loss with respect to, the Environmental Defect by Buyer, but in any event on or before ten (10) Business Days prior to the Closing DateDecember 17, 2010; (b) The Environmental Notice must be based on credible contain a description of the alleged Environmental Defect, including the facts that substantiate such Environmental Defect, and probative the Assets affected and contain any documents or other evidence substantiated that substantiate such Environmental Defect, to the extent in good faith by Buyer’s environmental experts (which may include internal employees or personnel the possession of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed. (d) The Environmental Notice must reasonably describe the remediation and/or restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to which Buyer believes may be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental expertsexperts (who may include internal employees of Buyer, its affiliates and third parties); and (ed) To the extent practicable, the Environmental Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses. If Subject to the further terms of this Agreement (including, without limitation, Sellers’ indemnity obligations under Sections 16.4(i), 16.4(ii), 16.4(viii) and 16.4(ix)), if Buyer does not provide Sellers with an Environmental Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset and to have waived Buyer’s right to assert an Environmental Defect with respect to the AssetsDefect.

Acceptance of Environmental Condition. Buyer shall give Sellers Seller notice (an “Environmental Notice”) of any fact or circumstance that indicates (i) causes a Well or any other Asset to be in violation of a currently existing Environmental Law associated with an Asset as of the Execution Date, and (ii) requires or would require a Lowest Cost Response, individually per Well or Asset, that exceeds Fifty Thousand U.S. Dollars ($50,000) (“Environmental Defect”). Each Environmental Defect will be addressed as a single incident or condition, and the Environmental Defects shall not be aggregated on a per condition basis or otherwise (i.e., a condition found at all of the Xxxxx shall not be aggregated, but instead, shall be evaluated on a site-by-site basis). For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per property exceeds Fifty Thousand Dollars ($50,000) and complies Notice, in each case, must comply with all of the following conditions precedent: (a) The Environmental Notice must be received by Sellers as soon as reasonably practical Seller promptly after discovery of the Environmental Defect by Buyer, but in any event on or before ten (10) Business Days prior the end of the Due Diligence Period, and thereafter any such claim shall be deemed to the Closing Datehave been waived; (b) The Environmental Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates Affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect; (c) The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed.; (d) The Environmental Notice must reasonably describe the remediation and/or and restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental experts; and (e) To the extent practicable, the The Environmental Notice must state Buyer’s good faith estimate of the amount Lowest Cost Response. For purposes of potential Loss this Agreement, the term “Lowest Cost Response” means the response required or allowed under Environmental Laws that cures, remediates, removes or remedies the applicable Environmental Defect at the lowest cost sufficient to be comply with the applicable Environmental Laws as compared to any other response that is required or allowed under Environmental Laws. The Lowest Cost Response may include taking no action, leaving the condition unaddressed, periodic monitoring or the recording of notices in lieu of remediation, if such responses are allowed under Environmental Laws. Notwithstanding the foregoing, the Lowest Cost Response shall not include (and Seller shall have no liability for) (i) the costs of Buyer’s or its Affiliates’ employees, (ii) overhead costs of Buyer or its Affiliates, (iii) costs and expenses that would not have been required under Environmental Laws as they exist at the Execution Date, (iv) Losses, costs or expenses incurred by Buyer as a result in connection with remedial or corrective action that is designed to achieve standards that are more stringent than those required for similar facilities or that fails to reasonably take advantage of the applicable risk reduction or risk assessment principles allowed under applicable Environmental DefectLaws. For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts experts, consultants, and expert witnesses. If Buyer does not provide Sellers Seller with an Environmental Notice within the period set forth above, then at Closing, Buyer shall be deemed to have accepted such Asset Well(s) in their current condition and to have forever waived Buyer’s right to assert an Environmental Defect with respect to the Assetsthereto.