Common use of Assertions of Environmental Conditions Clause in Contracts

Assertions of Environmental Conditions. Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.1(a) (collectively the “Environmental Condition Notices” and individually an “Environmental Condition Notice”) reasonably promptly following discovery and, in any event, no later than the Environmental Claim Date, setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Conditions and which Buyer intends to assert as Environmental Conditions pursuant to this Section 11.1. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.16 and Seller’s indemnity obligation in Section 12.2, Buyer shall be deemed to have waived any Environmental Condition which Buyer fails to assert as an Environmental Condition by an Environmental Condition Notice received by Seller on or before the Environmental Claim Date. To be effective, each Environmental Condition Notice shall be in writing and shall include (i) a reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Condition, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Condition, and (iv) an estimate, which is non-binding, of the Remediation Amount that Buyer asserts is attributable to such alleged Environmental Condition. Buyer’s calculation of the Remediation Amount included in the Environmental Condition Notice should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and the primary assumptions used in calculating the Remediation Amount, including, where applicable, any standards that Buyer asserts must be met to comply with Environmental Laws. Seller shall have the right, but not the obligation, to Remediate any claimed Environmental Condition on or before the Closing Date (the “Environmental Condition Cure Period”). Seller may select and employ at its sole discretion any generally accepted remedial technology or approach to Remediate an identified Environmental Condition.

Assertions of Environmental Conditions. Buyer must deliver claim notices to Seller the Sellers meeting the requirements of this Section 11.1(a2.07 an (“Environmental Defect Notice”) not later than ten (collectively 10) days prior to Closing (the “Environmental Condition Notices” and individually an “Environmental Condition NoticeClaim Date”) reasonably promptly following discovery and, in any event, no later than the Environmental Claim Date, setting forth any matters which, in Buyer’s reasonable opinion, constitute an Environmental Conditions Condition and which Buyer intends to assert as an Environmental Conditions Condition pursuant to this Section 11.12.07; provided however, nothing in this subsection prevents Buyer from delivering more than one Environmental Defect Notice, so long as all such Environmental Defect Notices are delivered prior to the Environmental Claim Date. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.16 and Seller’s indemnity obligation in Section 12.2Agreement, Buyer shall be deemed to have waived any Environmental Condition which Buyer fails to assert as an Environmental Condition by an Environmental Condition Defect Notice received by Seller the Sellers on or before the Environmental Claim Date. To be effective, each Environmental Condition Defect Notice shall be in writing and shall include (i) a reasonably detailed description, including, where available, supporting documentation, description of the matter constituting the alleged Environmental Condition, (ii) a description of each Asset Oil and Gas Interest (or portion thereof) that is affected by the alleged Environmental Condition, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets Oil and Gas Interest affected by the alleged Environmental Condition, and (iv) an estimatesupporting documents reasonably necessary for the Sellers to verify the existence of the alleged Environmental Condition, which is non-binding, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Condition. Buyer’s calculation of the Remediation Amount included in the Environmental Condition Defect Notice should must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and the primary identify all assumptions used by the Buyer in calculating the Remediation Amount, including, where applicable, any including the standards that Buyer asserts must be met to comply with Environmental Laws. Seller The Sellers shall have the right, but not the obligation, to Remediate cure any claimed Environmental Condition on or before Closing. It shall be Buyer’s sole responsibility to inspect, investigate, and assess any Environmental Conditions prior to the Closing Date (the “Environmental Condition Cure Period”). Seller may select and employ at its sole discretion any generally accepted remedial technology or approach to Remediate an identified Environmental ConditionClaim Date.

Assertions of Environmental Conditions. Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.1(a) (collectively the “Environmental Condition Notices” and individually an “Environmental Condition Notice”) reasonably promptly following discovery and, in any event, no later than the Environmental Claim Date, setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Conditions and which Buyer intends to assert as Environmental Conditions pursuant to this Section 11.1. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.16 and Seller’s indemnity obligation in Section 12.2, Buyer shall be deemed to have waived any Environmental Condition which Buyer fails to assert as an Environmental Condition by an Environmental Condition Notice received by Seller on or before the Environmental Claim Date. To be effective, each Environmental Condition Notice shall be in writing and shall include (i) a reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Condition, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Condition, and (iv) an estimate, which is non-binding, of the Remediation Amount that Buyer asserts is attributable to such alleged Environmental Condition. Buyer’s calculation of the Remediation Amount included in the Environmental Condition Notice should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and the primary assumptions used in calculating the Remediation Amount, including, where applicable, any standards that Buyer asserts must be met to comply with Environmental Laws. Seller shall have the right, but not the obligation, to Remediate any claimed Environmental Condition on or before the Closing Date (the “Environmental Condition Cure Period”). Seller may select and employ at its sole discretion any generally accepted remedial technology or approach to Remediate an identified Environmental Condition.

Assertions of Environmental Conditions. Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.1(a) (collectively the “Environmental Condition Notices” and individually an “Environmental Condition Notice”) reasonably promptly following discovery and, in any event, no later than the Environmental Claim Date, setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Conditions and which Buyer intends to assert as Environmental Conditions pursuant to this Section 11.1. For all purposes of this Agreement but subject to BuyerXxxxx’s remedy for a breach of Seller’s representation contained in Section 4.16 and Seller’s indemnity obligation in Section 12.2, Buyer shall be deemed to have waived any Environmental Condition which Buyer fails to assert as an Environmental Condition by an Environmental Condition Notice received by Seller on or before the Environmental Claim Date. To be effective, each Environmental Condition Notice shall be in writing and shall include (i) a reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Condition, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Condition, and (iv) an estimate, which is non-binding, of the Remediation Amount that Buyer asserts is attributable to such alleged Environmental Condition. BuyerXxxxx’s calculation of the Remediation Amount included in the Environmental Condition Notice should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and the primary assumptions used in calculating the Remediation Amount, including, where applicable, any standards that Buyer asserts must be met to comply with Environmental Laws. Seller shall have the right, but not the obligation, to Remediate any claimed Environmental Condition on or before the Closing Date (the “Environmental Condition Cure Period”). Seller may select and employ at its sole discretion any generally accepted remedial technology or approach to Remediate an identified Environmental Condition.