Common use of Assertions of Environmental Conditions Clause in Contracts

Assertions of Environmental Conditions. Buyer must deliver claim notices to the Sellers meeting the requirements of this Section 2.07 an (“Environmental Defect Notice”) not later than ten (10) days prior to Closing (the “Environmental Claim Date”) setting forth any matters which, in Buyer’s reasonable opinion, constitute an Environmental Condition and which Buyer intends to assert as an Environmental Condition pursuant to this Section 2.07; 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, Buyer shall be deemed to have waived any Environmental Condition which Buyer fails to assert as an Environmental Condition by an Environmental Defect Notice received by the Sellers on or before the Environmental Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter constituting the alleged Environmental Condition, (ii) a description of each 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 Oil and Gas Interest affected by the alleged Environmental Condition, (iv) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Environmental Condition, 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 Defect Notice must describe in reasonable detail the Remediation proposed for the asserted Environmental Condition and identify all assumptions used by the Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws. The Sellers shall have the right, but not the obligation, to 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 Environmental Claim Date.

Assertions of Environmental Conditions. Buyer must deliver claim notices to the Sellers Seller meeting the requirements of this Section 2.07 an 11.1(a) (collectively the “Environmental Defect Condition Notices” and individually an “Environmental Condition Notice”) not reasonably promptly following discovery and, in any event, no later than ten (10) days prior to Closing (the “Environmental Claim Date”) , setting forth any matters which, in Buyer’s reasonable opinion, constitute an Environmental Condition Conditions and which Buyer intends to assert as an Environmental Condition Conditions pursuant to this Section 2.07; 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 Date11.1. For all purposes of this AgreementAgreement 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 Defect Condition Notice received by the Sellers Seller on or before the Environmental Claim Date. To be effective, each Environmental Defect Condition Notice shall be in writing and shall include (i) a description reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Oil and Gas Interest 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 Oil and Gas Interest Assets affected by the alleged Environmental Condition, and (iv) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Environmental Conditionan estimate, and (v) a calculation which is non-binding, 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 Defect Condition Notice must should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and identify all the primary assumptions used by the Buyer in calculating the Remediation Amount, including the including, any standards that Buyer asserts must be met to comply with Environmental Laws. The Sellers shall have the right, but not the obligation, to 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 Environmental Claim Date.

Assertions of Environmental Conditions. Buyer must deliver claim notices to the Sellers Seller meeting the requirements of this Section 2.07 an 11.1(a) (collectively the “Environmental Defect Condition Notices” and individually an “Environmental Condition Notice”) not reasonably promptly following discovery and, in any event, no later than ten (10) days prior to Closing (the “Environmental Claim Date”) , setting forth any matters which, in Buyer’s reasonable opinion, constitute an Environmental Condition Conditions and which Buyer intends to assert as an Environmental Condition Conditions pursuant to this Section 2.07; 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 Date11.1. For all purposes of this AgreementAgreement but subject to Xxxxx’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 Defect Condition Notice received by the Sellers Seller on or before the Environmental Claim Date. To be effective, each Environmental Defect Condition Notice shall be in writing and shall include (i) a description reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Oil and Gas Interest 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 Oil and Gas Interest Assets affected by the alleged Environmental Condition, and (iv) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Environmental Conditionan estimate, and (v) a calculation which is non-binding, of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Condition. BuyerXxxxx’s calculation of the Remediation Amount included in the Environmental Defect Condition Notice must should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and identify all the primary assumptions used by the Buyer in calculating the Remediation Amount, including the including, where applicable, any standards that Buyer asserts must be met to comply with Environmental Laws. The Sellers Seller shall have the right, but not the obligation, to cure Remediate any claimed Environmental Condition on or before Closingthe Closing Date (the “Environmental Condition Cure Period”). It shall be Buyer’s Seller may select and employ at its sole responsibility discretion any generally accepted remedial technology or approach to inspect, investigate, and assess any Remediate an identified Environmental Conditions prior to the Environmental Claim DateCondition.

Assertions of Environmental Conditions. Buyer Atlas must deliver claim notices to the Sellers Titan and Representative meeting the requirements of this Section 2.07 an 9.1(a) (collectively the “Environmental Defect Condition Notices” and individually an “Environmental Condition Notice”) not no later than ten (10) days prior to Closing (the “Environmental Claim Date”) , setting forth any matters whichthat, in BuyerAtlas’s reasonable opinion, constitute an Environmental Condition Conditions and which Buyer that Atlas intends to assert as an Environmental Condition Conditions pursuant to this Section 2.07; 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 Date9.1. For all purposes of this AgreementAgreement but subject to Atlas’s remedy for a breach of Titan’s representation contained in Section 3.17 and Titan’s indemnity obligation in Section 11.2, Buyer Atlas shall be deemed to have waived any Environmental Condition which Buyer that Atlas fails to assert as an Environmental Condition by an Environmental Defect Condition Notice received by the Sellers Titan and Representative on or before the Environmental Claim Date. To be effective, each Environmental Defect Condition Notice shall be in writing and shall include (i) a description reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Oil and Gas Interest Titan Asset (or portion thereof) that is affected by the alleged Environmental Condition, (iii) BuyerAtlas’s assertion of the Allocated Value of the portion of the Oil and Gas Interest Titan Assets affected by the alleged Environmental Condition, and (iv) supporting documents reasonably necessary for Atlas’s good faith estimate, which is non-binding, based on the Sellers information made available to verify Atlas prior to the existence date of such notice (as such estimate shall be adjusted in good faith by Atlas prior to the alleged Environmental Condition, and (vClaim Date based on information made available to Atlas prior to the Claim Date) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer Atlas asserts is attributable to such alleged Environmental ConditionCondition (the “Claimed Remediation Amount”). BuyerAtlas’s calculation of the Claimed Remediation Amount included in the Environmental Defect Condition Notice must shall describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and identify all the primary assumptions used by the Buyer in calculating the Remediation Amount, including the including, where applicable, any standards that Buyer Atlas asserts must be met to comply with Environmental Laws. The Sellers Titan shall have the right, but not the obligation, to cure Remediate any claimed Environmental Condition on or before Closing. It shall be Buyer’s sole responsibility to inspect, investigate, and assess at any Environmental Conditions time prior to the Closing Date (the “Environmental Claim DateCondition Cure Period”). Titan may, prior to Closing, 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 the Sellers Seller meeting the requirements of this Section 2.07 an 11.1(a) (collectively the “Environmental Defect Condition Notices” and individually an “Environmental Condition Notice”) not reasonably promptly following discovery and, in any event, no later than ten (10) days prior to Closing (the “Environmental Claim Date”) , setting forth any matters which, in Buyer’s reasonable opinion, constitute an Environmental Condition Conditions and which Buyer intends to assert as an Environmental Condition Conditions pursuant to this Section 2.07; 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 Date11.1. For all purposes of this AgreementAgreement 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 Defect Condition Notice received by the Sellers Seller on or before the Environmental Claim Date. To be effective, each Environmental Defect Condition Notice shall be in writing and shall include (i) a description reasonably detailed description, including, where available, supporting documentation, of the matter constituting the alleged Environmental Condition, (ii) a description of each Oil and Gas Interest 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 Oil and Gas Interest Assets affected by the alleged Environmental Condition, and (iv) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Environmental Conditionan estimate, and (v) a calculation which is non-binding, 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 Defect Condition Notice must should describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Condition and identify all the primary assumptions used by the Buyer in calculating the Remediation Amount, including the including, where applicable, any standards that Buyer asserts must be met to comply with Environmental Laws. The Sellers Seller shall have the right, but not the obligation, to cure Remediate any claimed Environmental Condition on or before Closingthe Closing Date (the “Environmental Condition Cure Period”). It shall be Buyer’s Seller may select and employ at its sole responsibility discretion any generally accepted remedial technology or approach to inspect, investigate, and assess any Remediate an identified Environmental Conditions prior to the Environmental Claim DateCondition.