Common use of Alleged Adverse Conditions Clause in Contracts

Alleged Adverse Conditions. 5.2.1 Subject to Section 5.2.6, as soon as reasonably practicable, but not later than the earlier of: (i) five (5) Business Days prior to the Closing Date, and (ii) forty-five (45) Days after the Signing Date (such time period, the “Adverse Condition Claim Period”), Buyer may notify Seller in writing of any Adverse Conditions with respect to any of the Properties (each, an “Alleged Adverse Condition”). Buyer’s notice asserting Alleged Adverse Conditions shall include a complete description and full explanation (including copies of any and all supporting documentation associated therewith) of each individual Alleged Adverse Condition being claimed and an estimate of the Prudent Cost Response that Buyer in good faith attributes to bringing such condition into compliance with Environmental Laws (such notice, an “Adverse Condition Notice”). The Parties shall meet from time to time as necessary in an attempt to agree on a resolution with respect to any outstanding Alleged Adverse Conditions timely raised hereunder. HOUSTON 1139976v.13

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)

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Alleged Adverse Conditions. 5.2.1 Subject to Section 5.2.6, as (a) As soon as reasonably practicable, but not no later than the earlier of: of (i) five (5) Business Days prior to the Closing Date, Date and (ii) forty-five (45) Days after the Signing Date (such time period, the “Adverse Condition Claim Period”), Buyer Purchaser may notify Seller in writing of any Adverse Conditions with respect to any of the Properties (each, an “Alleged Adverse Condition”). BuyerPurchaser’s notice asserting Alleged Adverse Conditions shall include a complete description and full explanation (including copies of any and all supporting documentation associated therewith) of each individual Alleged Adverse Condition being claimed and an estimate of the Prudent Cost Response that Buyer Purchaser in good faith attributes to bringing such condition into compliance with Environmental Laws (such notice, an “Adverse Condition Notice”). The Parties shall meet from time to time as reasonably necessary in an attempt to agree on a resolution with respect to any outstanding Alleged Adverse Conditions timely raised hereunder. HOUSTON 1139976v.13.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Linn Energy, LLC)

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Alleged Adverse Conditions. 5.2.1 Subject to Section 5.2.6, as soon as reasonably practicable, but not later than the earlier of: (i) five (5) Business Days prior to the Closing Date, and (ii) forty-five (45) Days after the Signing Date (such time period, the “Adverse Condition Claim Period”), Buyer may notify Seller in writing of any Adverse Conditions with respect to any of the Properties (each, an “Alleged Adverse Condition”). Buyer’s notice asserting Alleged Adverse Conditions shall include a complete description and full explanation (including copies of any and all supporting documentation associated therewith) of each individual Alleged Adverse Condition being claimed and an estimate of the Prudent Cost Response that Buyer in good faith attributes to bringing such condition into compliance with Environmental Laws (such notice, an “Adverse Condition Notice”). The Parties shall meet from time to time as necessary in an attempt to agree on a resolution with respect to any outstanding Alleged Adverse Conditions timely raised hereunder. HOUSTON 1139976v.13.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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