Contested Environmental Defects. With respect to any Environmental Defect timely asserted by an Environmental Defect Notice not waived in writing by Buyer or Remediated before Closing, if Seller contests in good faith the existence of such Environmental Defect or Buyer’s good faith estimate of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of (a) 10 Business Days after Buyer’s delivery to Seller of such Environmental Defect Notice or (b) September 20, 2013 (an “Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Environmental Defect or of Buyer’s good faith estimate of the Environmental Defect Value. For any Environmental Defect asserted by Buyer in an Environmental Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver an Environmental Defect Rejection Notice, then Seller shall be deemed to have accepted the validity of such Environmental Defect and such Environmental Defect Value, and (subject to Sections 8.4 and 8.6) the Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated before Closing, as provided in Section 8.3. If Seller timely delivers an Environmental Defect Rejection Notice with respect to any Environmental Defect, then representatives of the Parties, knowledgeable in environmental matters, shall promptly (but in any event no later than five Business Days after delivery of the Environmental Defect Rejection Notice) meet and attempt to agree on whether such alleged Environmental Defect exists and, if so, the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defects, the Environmental Defect or the Environmental Defect Value subject to the Environmental Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or the Environmental Defect Value, Seller shall notify Buyer in writing on or before seven (7) days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the Environmental Defect Value. Within three business days of receipt of the Rejection Notice, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and, either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Environmental Defect Value. If the Parties cannot agree on either options (i) or (ii) in the preceding sentence, the Environmental Defect and/or the Environmental Defect Value subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 14.7. If Seller fails to timely deliver a Rejection Notice, Seller shall be deemed to have accepted the validity of the Environmental Defect and Buyer’s estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. If, pursuant to Section 5.6(a)(3), Seller elects to proceed under this Section 5.7 with respect to an Environmental Defect, the following matters shall be determined pursuant to this Section 5.7: (a) the existence and scope of an Environmental Defect, and (b)
Contested Environmental Defects. If Seller contests the existence of any Environmental Defect or Buyer’s estimate of the Loss associated with such Environmental Defect, Seller shall notify Buyer within five (5) Business Days after Seller’s receipt of the Environmental Defect Notice. The notice shall state the basis for Seller’s contest of the Environmental Defect or the estimate of the Loss associated therewith. If Seller fails to contest the existence of any Environmental Defect or Buyer’s estimate of the Loss associated with such Environmental Defect by providing notice thereof to Buyer within such five (5) Business Day period, then Seller shall be deemed to agree with the existence of each such Environmental Defect and Buyer’s estimate of the Loss associated therewith. Within two (2) Business Days after Buyer’s receipt of such notice, representatives of Seller and Buyer, knowledgeable in environmental matters, shall meet in person or otherwise, and, prior to Closing, either:
Contested Environmental Defects. If American contests the existence of an Environmental Defect or the Remediation Costs, American shall notify Enerplus in writing on or before ten days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the Remediation Costs. Within 5 days of receipt of the Rejection Notice, representatives of Enerplus and American knowledgeable in environmental matters, shall meet and either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Remediation Costs. If the Parties cannot agree on either option (i) or (ii) in the preceding sentence, the Environmental Defect and/or the Remediation Costs subject to the Rejection Notice shall be resolved as provided in Section 14.8, below. If American fails timely to deliver a Rejection Notice, American shall be deemed to have accepted the validity of the Environmental Defect and Enerplus’s estimate of the Remediation Costs, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. If, pursuant to Section 5.5(a)(2), Laramie or Delta, as applicable, elects to proceed under this Section 5.6 with respect to an Environmental Defect, the following matters shall be determined pursuant to this Section 5.6: (a) the existence and scope of an Environmental Defect, (b) the Environmental Defect Value and (c) the adequacy of Laramie or Delta, as applicable, Remediation of any Environmental Defect. The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding items (a), (b) or (c) within fifteen (15) days after the Defect Notice Date or the Closing, as applicable, the disputed matters will be finally determined by binding arbitration in accordance with the procedures set forth in Section 17.17. Upon receipt of the arbitrator’s decision, the Environmental Defect Properties shall be conveyed and the unpaid portion of the Delta Payment or Laramie Payment, as applicable, shall be paid as provided in such decision.
Contested Environmental Defects. If Seller contests the existence of any Environmental Defect or Buyer’s estimate of the Loss associated with such Environmental Defect, Seller shall notify Buyer within five (5) Business Days after Seller’s receipt of the Environmental Defect Notice. The notice shall state the basis for Seller’s contest of the Environmental Defect or the estimate of the Cleanup cost. Within two (2) Business Days after Buyer’s receipt of the notice, representatives of Seller and Buyer, knowledgeable in environmental matters, shall meet in person or otherwise, and, prior to Closing, either:
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or the Remediation Costs, Seller shall notify Buyer in writing on or before February 24, 2011, at 5:00 p.m. Mountain Time (Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis for the rejection of the Environmental Defect or the Remediation Costs. If practicable under the circumstances, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and, either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Remediation Costs. If the Parties cannot agree on either options (i) or (ii) in the preceding sentence, or the Parties cannot meet (and do not otherwise agree to resolve the matter), the Environmental Defect and/or the Remediation Costs subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 14.5(d). If such resolution will occur after the Closing Date, the amount at issue shall be placed in escrow, in accordance with a mutually agreeable escrow agreement at a mutually agreeable financial institution, pending resolution of the arbitration.
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or the Environmental Defect Value, Seller shall notify Buyer in writing on or before three (3) days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state reasonable factual substantiation of the rejection of the Environmental Defect or the Environmental Defect Value. Within one (1) day of receipt of the Rejection Notice, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and in good faith agree on the validity of such Environmental Defect and the Environmental Defect Value. If Seller fails to timely deliver a Rejection Notice, Seller shall be deemed to have accepted the validity of the Environmental Defect and Buyer’s estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. In the event the Parties cannot in good faith resolve a dispute involving environmental defect matters, the Parties shall resolve such dispute pursuant to the terms of this Section. The Parties agree to submit all disputes concerning environmental defect matters regarding (i) the existence and scope of an Environmental Defect, (ii) the Environmental Defect Value attributable to an Environmental Defect or (iii) the adequacy of Seller’s Environmental Defect curative efforts, to binding arbitration in Tulsa, Oklahoma, such arbitration to be conducted as follows. The arbitration proceeding shall be submitted to a neutral arbitrator approved by each of the Parties with at least 15 years experience relating to oil and gas environmental matters involving properties in the regional area where the Assets are located (the “Environmental Arbitrator”). The Parties shall make all reasonable efforts to agree upon the Environmental Arbitrator within 5 days after the Closing. The arbitration proceeding shall be conducted by the American Arbitration Association in accordance with its commercial rules, with discovery to be conducted in accordance with the Federal Rules of Civil Procedure. The arbitration shall be governed by Oklahoma law and shall be held in Tulsa, Oklahoma. The Parties shall submit written materials to the Environmental Arbitrator within 10 days of the selection of such arbitrator explaining their position regarding the environmental dispute. The Environmental Arbitrator shall conduct a hearing, if necessary, no later than 30 days after the selection of such arbitrator, and the Environmental Arbitrator shall render a written decision within 15 days of the hearing or, if no hearing is conducted, not later than 45 days after such arbitrator is selected. At the hearing, the Parties shall present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be required but the Environmental Arbitrator shall consider any evidence and testimony that such arbitrator determines to be relevant, in accordance with procedures that such arbitrator determines to be appropriate. The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. The final decision shall be binding on the Parties, final and non-appealable, and may be filed in a court of ...
