Common use of Assertions of Environmental Defects Clause in Contracts

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Claim Date”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this Agreement, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a Environmental Defect Notice received by Seller 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 five days prior to Closing (the “Environmental Claim Date”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects environmental defects and which Buyer intends to assert as Environmental Defects environmental defects pursuant to this Section 12. 112.1. For all purposes of this Agreement, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect 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 Defects. Buyer BG must deliver claim notices to Seller EXCO meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (on or before the “applicable Environmental Defect Claim Date”) Date setting forth any matters which, in BuyerBG’s reasonable opinion, constitute Environmental Defects and which Buyer BG intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this AgreementAgreement but subject to BG’s remedy for a breach of EXCO’s representation contained in Section 4.15 and BG’s rights under Section 13.1, Buyer BG shall be deemed to have waived any Environmental Defect which Buyer BG fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller EXCO on or before the final Environmental Defect Claim Date. Notwithstanding anything to the contrary herein, if environmental diligence conducted by BG or its designees (including AECOM or DNV) shows reasonable evidence that a material portion of the Properties upon which environmental diligence was conducted is subject to an Environmental Defect that could potentially be a systemic Environmental Defect affecting other Properties (a “Potential Systemic Environmental Defect”), BG shall have the right, which right shall be exercised (if at all) by notice to EXCO at any time prior to the occurrence of the Post-Closing Environmental Defect Claim Date, to extend the Post-Closing Environmental Defect Claim Date by 60 days in respect of Environmental Defects asserted by BG on other Properties that are substantially similar to the Potential Systemic Environmental Defect. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter constituting the alleged Environmental Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to BG reasonably necessary for Seller EXCO to verify the existence of the alleged Environmental Defect, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer BG asserts is attributable to such alleged Environmental Defect. BuyerBG’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer BG in calculating the Remediation Amount, including the standards that Buyer BG asserts must be met to comply with Environmental Laws. Seller BG shall use its good faith efforts to inform EXCO of any Environmental Defect relating to the Assets of which BG obtains knowledge prior to Closing through the environmental diligence conducted by BG or its designees (including AECOM or DNV) or otherwise. EXCO shall have the right, but not the obligation, to cure any properly claimed Pre-Closing Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Defect Claim Date”) Date setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this AgreementAgreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.15 and Buyer’s rights under Section 13.2, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Defect 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Defect Claim Date”) Date setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this AgreementAgreement but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 4.15 and Buyer’s rights under Section 13.2, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Defect 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to Buyer reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. BuyerXxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must shall deliver claim notices to Seller meeting the requirements of this Section 12.1(aArticle 13.1(a) (collectively the “"Environmental Defect Notices” " and individually an “"Environmental Defect Notice”") for all Environmental Defects, not later than June 26, 2013 five (5) days prior to Closing (the “"Environmental Claim Date”") setting forth any matters which, in Buyer’s 's reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12Article 13. 1. For all purposes of this AgreementAgreement but subject to Buyer's remedy for a breach of Seller's representation contained in Article 4.15, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a Environmental Defect Notice received by Seller 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s 's assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s 's calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(aArticle 13.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26on or before September 3, 2013 2010 (the “Environmental Claim Date”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12Article 13. 1. For all purposes of this AgreementAgreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Article 4.15, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a3.7(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Title Claim Date”) Date setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 13.7. For all purposes of this AgreementAgreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 6.19, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Title 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must may deliver claim notices to Seller meeting the requirements of this Section 12.1(a9.1(a) (collectively the “"Environmental Defect Notices” " and individually an “"Environmental Defect Notice”") not later than June 26, 2013 (the “Environmental Buyer Claim Date”) Date setting forth any matters which, in Buyer’s 's reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert as Environmental Defects pursuant to this Section 12. 19.1. For all purposes of this Agreement, Buyer shall be deemed to have waived any Environmental Defect which that Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Buyer 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 Defect, (ii) a description of each Oil and Gas Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s 's assertion of the Allocated Value of the portion of the Oil and Gas Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s 's calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer BG must deliver claim notices to Seller EXCO meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (on or before the “applicable Environmental Defect Claim Date”) Date setting forth any matters which, in BuyerBG’s reasonable opinion, constitute Environmental Defects and which Buyer BG intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this AgreementAgreement but subject to BG’s remedy for a breach of EXCO’s representation contained in Section 4.15 and BG’s rights under Section 13.1, Buyer BG shall be deemed to have waived any Environmental Defect which Buyer BG fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller EXCO on or before the final Environmental Defect Claim Date. Notwithstanding anything to the contrary herein, if environmental diligence conducted by BG or its designees (including AECOM or DNV) shows reasonable evidence that a material portion of the Properties upon which environmental diligence was conducted is subject to an Environmental Defect that could potentially be a systemic Environmental Defect affecting other Properties (a “Potential Systemic Environmental Defect”), BG shall have the right, which right shall be exercised (if at all) by notice to EXCO at any time prior to the occurrence of the Post-Closing Environmental Defect Claim Date, to extend the Post- Closing Environmental Defect Claim Date by 60 days in respect of Environmental Defects asserted by BG on other Properties that are substantially similar to the Potential Systemic Environmental Defect. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter constituting the alleged Environmental Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to BG reasonably necessary for Seller EXCO to verify the existence of the alleged Environmental Defect, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer BG asserts is attributable to such alleged Environmental Defect. BuyerBG’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer BG in calculating the Remediation Amount, including the standards that Buyer BG asserts must be met to comply with Environmental Laws. Seller BG shall use its good faith efforts to inform EXCO of any Environmental Defect relating to the Assets of which BG obtains knowledge prior to Closing through the environmental diligence conducted by BG or its designees (including AECOM or DNV) or otherwise. EXCO shall have the right, but not the obligation, to cure any properly claimed Pre-Closing Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Claim Date”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this Agreement, Buyer shall be deemed to have waived any Environmental Defect which Buyer fails to assert as an Environmental Defect by a Environmental Defect Notice received by Seller 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.Environmental

Assertions of Environmental Defects. Buyer BG must deliver claim notices to Seller EXCO meeting the requirements of this Section 12.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Defect Claim Date”) Date setting forth any matters which, in BuyerBG’s reasonable opinion, constitute Environmental Defects and which Buyer BG intends to assert as Environmental Defects pursuant to this Section 12. 1. For all purposes of this AgreementAgreement but subject to BG’s remedy for a breach of EXCO’s representation contained in Section 4.14 and BG’s rights under Section 13.2, Buyer BG and the Contributed Companies shall be deemed to have waived any Environmental Defect which Buyer BG fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller EXCO on or before the Environmental Defect 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 Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to BG reasonably necessary for Seller EXCO to verify the existence of the alleged Environmental Defect, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer BG asserts is attributable to such alleged Environmental Defect. BuyerBG’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer BG in calculating the Remediation Amount, including the standards that Buyer BG asserts must be met to comply with Environmental Laws. Seller EXCO shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing.

Assertions of Environmental Defects. Buyer must deliver claim notices to Seller meeting the requirements of this Section 12.1(a6.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) not later than June 26, 2013 (the “Environmental Defect Claim Date”) Date setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 12. 16.1. For all purposes of this Agreement, and notwithstanding anything to the contrary, Buyer shall will be deemed to have waived waived, and Seller will have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice properly delivered by Buyer and received by Seller on or before the Environmental Defect Claim Date. To be effective, each Each Environmental Defect Notice shall must be in writing and shall include must include: (i) a description of the matter constituting the alleged Environmental Defect, ; (ii) a description of each Asset Conveyed Interest (or portion thereof) that is affected by the alleged Environmental Defect, ; (iii) Buyer’s assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect, (iv) supporting documents available to Buyer and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, ; and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect 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. Seller shall have Seller, at its sole discretion, has the right, but not the obligation, to cure any claimed Environmental Defect on or before Closingthe expiration of the Cure Period. Seller will be deemed to have adequately completed the Remediation required in the immediately preceding sentence: (A) upon receipt of a certificate or approval from the applicable Governmental Authority that the Remediation has been implemented to the extent necessary to comply with existing Laws; or (B) to the extent that the applicable Governmental Authority approval is not required with respect to the Remediation, upon receipt of a certificate from a licensed professional engineer that the Remediation has been implemented to the extent necessary to comply with existing Laws; provided that such engineer shall be selected by Seller and the costs and expenses in connection with such engineer shall be paid by Seller.