Adverse Environmental Conditions. (a) Purchaser will have until 5 Business Days before the Closing to notify Seller of any material adverse environmental condition of the Assets that Purchaser finds unacceptable and provide evidence of the condition to Seller. An environmental condition is a material adverse environmental condition (“Condition”) only if all the following criteria are met:
(i) The environmental condition is required to be remediated at the Effective Time under the Environmental Laws in effect at the Effective Time.
(ii) The total of the cost to remediate each environmental condition identified by Purchaser to levels required by the Environmental Laws in effect at the Effective Time is reasonably estimated to be more than fifty thousand dollars ($50,000) (net to Seller’s interest). Environmental conditions may not be aggregated by type or category among more than one well or facility or location for purposes of meeting this de minimis threshold of $50,000.
(iii) The environmental condition was not disclosed on Schedule G.
(b) Seller will have until two (2) days before the Closing Date if it determines that a Condition may exist with respect to an Asset, to elect any of the following:
(i) adjust the Allocated Value for an Asset by a mutually acceptable amount reflecting Seller’s proportionate share, based on its working interest, of the cost reasonably estimated to remediate a Condition affecting the Asset and adjust the Purchase Price in accordance with Section 2.4 (b)(viii),
(ii) remove the affected Asset from this Agreement and adjust the Purchase Price by the Allocated Value for the affected Asset in accordance with Section 2.4 (b)(viii);
(iii) remedy, or agree to remedy, the Condition as provided below in Section 13.3;
(iv) indemnify the Purchaser for the Condition not to exceed the Allocated Value of the property; or
(v) terminate this Agreement.
(c) If Seller and Purchaser agree to an adjustment under subsection (b) (i), the adjustment will be the cost to remediate the Condition, but only to the level required by the Environmental Laws in effect at the Effective Time, not to exceed the Allocated Value of the property, but only to the extent that the total value of all Conditions exceeds one and one-half percent (1.5%) of the Preliminary Purchase Price.
Adverse Environmental Conditions. In the event of an Adverse Environmental Condition not cured or remediated at or prior to the Closing by Seller:
(i) Unless the Parties reach a mutual agreement pursuant to Section 5.4(c)(ii) or Seller elects to exclude pursuant to Section 5.4(a), the Parties shall include the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition in this Agreement and not remediate such Adverse Environmental Condition, in which event (A) the Base Purchase Price shall be reduced by the Defect Value related to such Adverse Environmental Condition and (B) subject to Section 5.2(ii)(B), Seller shall have no other or further obligation or liability in respect of such Adverse Environmental Condition; provided, however, that if, notwithstanding the limitation set forth in Section 5.4(e)(ii), the Defect Value for such Adverse Environmental Condition exceeds the aggregate Allocated Value(s) of the affected Purchased Asset(s), Buyer shall have the option, exercisable in writing delivered to Seller, to exclude from this Agreement the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition and all other Purchased Assets as may be reasonably necessary to effect the exclusion of the affected Purchased Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Purchased Asset, in which event the Base Purchase Price shall be reduced by the aggregate Allocated Values of all such excluded Purchased Assets; or
(ii) The Parties may, upon mutual written agreement, exclude from this Agreement the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition and all other Purchased Assets as may be reasonably necessary to effect the exclusion of the affected Purchased Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Purchased Asset, in which event the Base Purchase Price shall be reduced by the aggregate Allocated Values of all such excluded Purchased Assets. Any failure by Seller and Buyer to reach mutual agreement for the exclusion of the Purchased Asset in Section 5.4(c)(ii) above by the Closing Date shall be deemed hereunder to be an election by Seller and Buyer of the default option set forth in Section 5.4(c)(i) above.
Adverse Environmental Conditions. If a Defect is an Adverse Environmental Condition, then the Defect Value thereof shall be the costs and expenses reasonably necessary to remediate such Adverse Environmental Condition.
Adverse Environmental Conditions. The Developer and the City acknowledge that they do not have actual knowledge of the location and extent of adverse environmental conditions on the City property and the DDA Property beyond the presence of asphalt and related paving materials and the Phase II Environmental Site Assessment report for 000 Xxxxx Xxxx, dated June 10, 2016, from Triterra, the Phase II Environmental Site Assessment Letter Report for the Proposed City Center II Development from PM Environmental, Inc., dated April 10, 2008, and the Phase II Environmental Site Letter Assessment Report for the Proposed City Center II Development, dated June 27, 2008, from PM Environmental, Inc. The estimated development cost for the Infrastructure Improvements in Amended Xxxxxxxxxx Plan #11 do not include the cost for remediation of any of the conditions disclosed in the three Phase II reports described above beyond the presence of asphalt and asphalt related paving materials and the soils associated with those conditions. The parties agree that the development cost for the Infrastructure Improvements shall include all expenses for management, removal, and remediation of any adverse environmental conditions on the City property and the DDA
Adverse Environmental Conditions. Seller represents to Buyer that to the best of its knowledge there are no environmental conditions, as hereinafter defined, existing as of the date hereof which Seller has not disclosed to Buyer. Seller will advise Buyer of any Condition that Seller becomes aware of from the date hereof to the Closing Date.
(a) Buyer shall have until the Defect Notice Date to notify Seller of any material adverse environmental condition of the Properties which Buyer deems unacceptable and provide evidence of the condition to Seller. An environmental condition is a material adverse environmental condition ("Condition") only if the following criteria are met:
(i) The environmental condition would have been required to be remediated on the Effective Date under the Environmental Laws; and,
(ii) The total cost to remediate all environmental conditions identified by Buyer affecting the Properties to the state required by the Environmental Laws is reasonably estimated to be at least $100,000.00.
Adverse Environmental Conditions. An “Adverse Environmental Condition” means any condition or circumstance of the Assets which is not in compliance with, or requires remediation under, applicable Environmental Law. “Environmental Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Authority pertaining to protection of the environment in effect as of the Effective Time and as interpreted by court decisions or administrative orders as of the Effective Time in the jurisdiction in which such Asset is located. Environmental Law does not include good or desirable operating practices or standards that may be employed or adopted by other oil or gas well operators or merely recommended, but not required, by a Governmental Authority.
Adverse Environmental Conditions. In the event of an Adverse Environmental Condition, Seller shall have the option, exercisable in writing delivered to Buyer, to:
(i) include the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition in this Agreement and not remediate such Adverse Environmental Condition, in which event (A) the Base Purchase Price shall be reduced by the Defect Value related to such Adverse Environmental Condition and (B) subject to Section 5.2(ii)(B), Seller shall have no other or further obligation or liability in respect of such Adverse Environmental Condition; or
(ii) upon obtaining Buyer’s written consent, exclude from this Agreement the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition and all other Purchased Assets as may be reasonably necessary to effect the exclusion of the affected Purchased Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Purchased Asset, in which event the Base Purchase Price shall be reduced by the aggregate Allocated Values of all such excluded Purchased Assets. Each election under this Section 5.4(c) shall be made by Seller no later than the Closing Date (either the originally scheduled Closing Date or the new Closing Date elected pursuant to Section 5.4(a)). Any failure by Seller to validly make such election shall be deemed hereunder to be an election by Seller of the option set forth in Section 5.4(c)(i) above.
Adverse Environmental Conditions. The Developer shall perform an environmental assessment at Developer’s expense... The parties agree that the cost for the Infrastructure Improvements
Adverse Environmental Conditions. The Developer and the City acknowledge that they do not have actual knowledge of the location and extent of adverse environmental conditions on the City property and the DDA property beyond the presence of asphalt and related paving materials and the Phase II Environmental Site Assessment report for 000 Xxxxx Xxxx,
Adverse Environmental Conditions. (a) Buyer will have until ten (10) days after the Execution Date or ten (10) days before the Escrow Opening Date, whichever is earlier, to notify Aera in writing of any material adverse environmental condition of the Beta Tangible Assets, the SPBP Tangible Assets or the Property that Buyer finds unacceptable and provide evidence of the condition to Aera. An environmental condition shall be deemed a material adverse environmental condition ("CONDITION") only if all the following criteria are met:
(i) The environmental condition is required to be remediated on the Execution Date under the Environmental Laws in effect on the Execution Date.
(ii) The total cost to remediate such environmental conditions exceeds Ten Million and No Hundredths Dollars ($10,000,000).
(iii) The environmental condition was not disclosed to or known by Buyer before the Execution Date.
(b) Aera will have thirty (30) days after receipt of Buyer's notice under the preceding SUBSECTION (a), or until five (5) days before the Escrow Opening Date if it determines that an adverse environmental condition (whether material or not) may exist with respect to the Beta Tangible Assets, the SPBP Tangible Assets or the Property, to elect any of the following:
(i) remove the affected interest from this Agreement;
(ii) remedy, or agree to remedy, the Condition, as provided below; or
(iii) terminate this Agreement. Aera may delay Escrow Opening until the end of this thirty (30) day period, which delay will be in addition to and under the same terms as Aera's right to delay Escrow Opening under SECTION 7.01(b).