Common use of Contested Environmental Defects Clause in Contracts

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. 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 (ai) 10 Business Days after Buyer’s delivery to Seller of such Environmental Defect Notice or (bii) 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. 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 If Sellers contest the existence of such any Environmental Defect or Buyer’s good faith estimate of the Loss associated with such Environmental Defect, Sellers shall notify Buyer within five (5) Business Days after Sellers’ receipt of the Environmental Notice. The notice shall state the basis for Sellers’ contest of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than or the earlier estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSellers and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Sellers shall have the options described in Section 8.2(a) meet (except the right to contest) and attempt to Section 8.2(b) (Exclusion of Affected Asset). If Sellers and Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed 10% of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the Affected Assets. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH PROPERTY.

Contested Environmental Defects. With respect to any Environmental Defect timely asserted by an Environmental Defect Notice not waived in writing by Buyer or Remediated to the reasonable satisfaction of Buyer before Closingthe Environmental Defect Closing Date, if the Seller contests Parties contest in good faith the existence of such Environmental Defect or Buyer’s good faith estimate of the Environmental Defect Value, then the Seller Parties shall so notify Buyer in writing no later than the earlier of (a) 10 at least four Business Days after Buyer’s delivery to Seller of such before the Environmental Defect Notice or (b) September 20, 2013 Closing Date (an “Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s the Seller Parties’ 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 the Seller fails Parties fail to timely deliver an Environmental Defect Rejection Notice, then the Seller Parties shall be deemed to have accepted the validity of such Environmental Defect and such Environmental Defect Value, and (subject to Sections 8.4 8.4(c) and 8.6) the Environmental Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated to the reasonable satisfaction of Buyer before Closing, as provided in Section 8.3the Environmental Defect Closing Date. If the Seller Parties timely delivers deliver 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 at least two Business Days after delivery of before the Environmental Defect Rejection NoticeClosing Date) 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 Defect: (a) 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; (b) If such arbitration is completed by the Environmental Defect Closing Date, then the Asset(s) subject to such arbitration shall be subject to the provisions of Section 8.4 and may be removed and excluded from, or included in, the “Assets” to be conveyed on the Environmental Defect Closing Date, and the Environmental Purchase Price shall be adjusted, accordingly (if applicable); and (c) If such arbitration is not completed by the Environmental Defect Closing Date: (i) Buyer may (in its sole discretion) elect to either (1) remove and exclude the Asset affected by such contested Environmental Defect (together with other Assets that are appurtenant thereto) from the “Assets” to be conveyed on the Environmental Defect Closing Date, accordingly reduce the Environmental Purchase Price by the Allocated Values of such Assets, and terminate such arbitration or (2) retain the Asset within the “Assets” to be conveyed on the Environmental Defect Closing Date and accordingly (subject to Section 8.6) reduce the Environmental Purchase Price by Buyer’s good faith estimate of the Environmental Defect Value set forth in the relevant Environmental Defect Notice; (ii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that such Environmental Defect does not exist, Buyer shall promptly after such determination pay to the Seller Parties an amount equal to the amount by which the Environmental Purchase Price was reduced for such Environmental Defect; and (iii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that the Environmental Defect Value for such Environmental Defect was less than the amount by which the Environmental Purchase Price was adjusted for such Environmental Defect, Buyer shall promptly after such determination pay to the Seller Parties an amount equal to the difference between such actual amount and the amount by which the Environmental Purchase Price was reduced for such Environmental Defect.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith 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 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 . The notice shall state with reasonable specificity the basis of for Seller’s rejection contest of the Environmental Defect or of Buyer’s good faith the estimate of the Environmental Defect ValueLoss associated therewith. For If Seller fails to contest the existence of any Environmental Defect asserted by Buyer in an Environmental Title Defect Notice by or Buyer’s estimate of the Defect Notice Time, if Seller fails to timely deliver an Loss associated with such Environmental Defect Rejection Noticeby providing notice thereof to Buyer within such five (5) Business Day period, then Seller shall be deemed to have accepted agree with the validity 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 Environmental Defect Valuenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either: (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case the remedies set forth in Section 8.2.1 (i) meet or (ii) shall apply. If Seller and attempt to Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2.3, all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended, subject to Section 19.1, until resolution of any disputes relating to the Environmental Defects; provided, however, that if the amount as agreed upon by the Parties (or, with respect to all amounts for which the Parties do not agree, as determined by multiplying fifty percent (50%) by the sum of Seller’s reasonable good faith estimate of such amounts plus Buyer’s reasonable good faith estimate of such amounts) of alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute on the terms and subject to the conditions set forth in this Agreement within thirty (30) days following the final resolution of the dispute unless the Parties elect exclusion of the affected Assets. SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, OR IN THE CERTIFICATE TO BE DELIVERED BY SELLER TO BUYER AT CLOSING PURSUANT TO SECTION 10.5.1, IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED TO BUYER’S REASONABLE SATISFACTION AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED TO BUYER’S REASONABLE SATISFACTION, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ENVIRONMENTAL DEFECT.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith 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 Notice. The notice shall state the basis for Seller’s contest of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than or the earlier estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet, and, prior to Closing, either (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Seller shall have the options described in Section 8.2(a) meet (except the right to contest) and attempt to Section 8.2(b) (Exclusion of Affected Asset). If Seller and Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects (subject to Section 19.1(c)); provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects, Open Defects and contested Environmental Defects do not, in the aggregate, exceed 10% of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED TO BUYER’S REASONABLE SATISFACTION, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ENVIRONMENTAL DEFECT AND THE ASSOCIATED PROPERTY.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith estimate of the Lowest Cost Response associated with such Environmental Defect ValueDefect, then Seller shall so notify Buyer in writing no later than the earlier of three (a3) 10 Business Days after BuyerSeller’s delivery to Seller receipt of such the Environmental Defect Notice or (b) September 20, 2013 (an “Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice . The notice shall state with reasonable specificity the basis of for Seller’s rejection contest of the Environmental Defect or of Buyer’s good faith estimate of the Environmental Defect ValueLowest Cost Response. 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 By no later than four (subject to Sections 8.4 and 8.64) the Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated Business Days 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, at least two (but in any event no later than five 2) Business Days after delivery prior to Closing, either: (i) agree to reject the Environmental Defect, in which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Lowest Cost Response, in which case Seller shall have the options described in Section 8.2(a) meet (except the right to contest) and attempt to Section 8.2(b). If Seller and Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Lowest Cost Response subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects, Open Matters, and removed or excluded Assets due to exercised Preferential Purchase Rights or un-obtained Required Consents do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND THE LOWEST COST RESPONSE RELATED TO SUCH ENVIRONMENTAL DEFECT HAS BEEN COMPLETED OR AN ENVIRONMENTAL ADJUSTMENT HAS BEEN MADE, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.

Contested Environmental Defects. With respect to any Environmental Defect timely asserted by an Environmental Defect Notice not waived in writing by Buyer or Remediated to the reasonable satisfaction of Buyer before Closingthe Environmental Defect Closing Date, 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 at least four (a4) 10 Business Days after Buyer’s delivery to Seller of such before the Environmental Defect Notice or (b) September 20, 2013 Closing Date (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 8.4(c) and 8.6) the Environmental Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated to the reasonable satisfaction of Buyer before Closing, as provided in Section 8.3the Environmental Defect Closing Date. 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 at least two (2) Business Days after delivery of before the Environmental Defect Rejection NoticeClosing Date) 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 Defect: (a) 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; (b) If such arbitration is completed by the Environmental Defect Closing Date, then the Asset(s) subject to such arbitration shall be subject to the provisions of Section 8.4 and may be removed and excluded from, or included in, the “Assets” to be conveyed on the Environmental Defect Closing Date, and the Purchase Price shall be adjusted, accordingly (if applicable); and (c) If such arbitration is not completed by the Environmental Defect Closing Date: (i) Buyer may (in its sole discretion) elect to either (1) remove and exclude the Asset affected by such contested Environmental Defect (together with other Assets that are appurtenant thereto) from the “Assets” to be conveyed on the Environmental Defect Closing Date, accordingly reduce the Purchase Price by the Allocated Values of such Assets, and terminate such arbitration or (2) retain the Asset within the “Assets” to be conveyed on the Environmental Defect Closing Date and accordingly (subject to Section 8.6) reduce the Environmental Purchase Price by Buyer’s good faith estimate of the Environmental Defect Value set forth in the relevant Environmental Defect Notice; (ii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that such Environmental Defect does not exist, Buyer shall promptly after such determination pay to Seller an amount equal to the amount by which the Environmental Purchase Price was reduced for such Environmental Defect; and (iii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that the Environmental Defect Value for such Environmental Defect was less than the amount by which the Environmental Purchase Price was adjusted for such Environmental Defect, Buyer shall promptly after such determination pay to Seller an amount equal to the difference between such actual amount and the amount by which the Environmental Purchase Price was reduced for such Environmental Defect.

Contested Environmental Defects. With respect Seller shall provide a written response to any Environmental Defect timely asserted by an Buyer’s 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 two business days prior to Seller of such Closing, which shall identify all asserted Environmental Defects or Environmental Defect Notice or (bValues that the Seller disputes and the election under Section 6.2(c) September 20, 2013 (an “that Seller has made in respect of all asserted Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice Defects. The Seller’s written notice of contest shall state with reasonable specificity the basis of the Seller’s rejection contest of the asserted Environmental Defect or of Buyer’s good faith estimate of the Environmental Defect Value. For any Within one business day of the Seller providing written notice of contest, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and either agree to reject the asserted Environmental Defect, or agree upon the validity of the asserted Environmental Defect, and with respect to Contested Environmental Defect Values either agree to the Environmental Defect Value or not agree. If the Parties cannot reach agreement upon the acceptance or rejection of a particular asserted by Buyer in an Environmental Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver or an Environmental Defect Rejection Notice, then Seller shall be deemed Value prior to have accepted the validity of such Environmental Defect and such Environmental Defect Value, and Closing: (subject to Sections 8.4 and 8.6i) the Initial Purchase Price shall will be reduced adjusted pursuant to Section 3.2 by an amount equal to the Allocated Value attributable to the specific Asset affected by the asserted Environmental Defect, (ii) the specific Asset shall be withdrawn from the Assets being purchased by the Buyer, and (iii) the Parties shall continue in good faith their efforts to resolve any such disputed Environmental Defects or 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 thirty calendar days following the Closing. Upon the final resolution of all disputed Environmental Defects or Environmental Defect Values pursuant to the procedures set forth in this Section 6.2(f): (i) the Seller shall convey to the Buyer all Assets that were previously withheld at the Closing pursuant to this Section 6.2(f), (ii) the Buyer shall pay the Seller the Allocated Value for such Assets previously withheld at the Closing pursuant to this Section 6.2(f) subject to any applicable adjustment under Section 3.2; and (iii) the Parties shall recalculate the Environmental Defect Rejection Notice) meet Adjustment and attempt effect a final settlement of disputed Environmental Defects pursuant 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 8.814.1(a).

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith 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 Value, then Seller Notice. The notice shall so notify Buyer in writing no later than state the earlier basis for Seller’s contest of the Environmental Defect or the estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly (but meet in any event no later than five Business Days after delivery of the Environmental Defect Rejection Notice) meet person or otherwise, and, prior to Closing shall enter into good faith negotiations and shall attempt to agree on whether such alleged the existence of the Environmental Defect exists and, if soDefects and the appropriate resolution thereof. If Seller and Buyer cannot agree on a resolution to the asserted Environmental Defect, 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 dispute shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.819.3. Notwithstanding any of the preceding provisions of this Section 8.2.3, all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Sellers elect exclusion of the affected Assets. EXCEPT AS OTHERWISE SET FORTH HEREIN, IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED TO BUYER’S REASONABLE SATISFACTION AND THE ASSETS AFFECTED BY SUCH ENVIRONMENTAL DEFECT ARE CONVEYED TO BUYER, EXCEPT AS OTHERWISE PROVIDED HEREIN, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith 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 Value, then Seller Notice. The notice shall so notify Buyer in writing no later than state the earlier basis for Seller’s contest of the Environmental Defect or the estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly (but meet in any event no later than five Business Days after delivery of the Environmental Defect Rejection Notice) meet person or otherwise, and, prior to Closing shall enter into good faith negotiations and shall attempt to agree on whether such alleged the existence of the Environmental Defect exists and, if soDefects and the appropriate resolution thereof. If Seller and Buyer cannot agree on a resolution to the asserted Environmental Defect, 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 dispute shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.819.3. Notwithstanding any of the preceding provisions of this Section 8.2.3, all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Sellers elect exclusion of the affected Assets.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith estimate of the Environmental Defect ValueCleanup costs at its Lowest Cost Response, then Seller shall so notify Buyer in writing no later than within five (5) business days after Seller’s receipt of the earlier Environmental Notice. The notice shall state the basis for Seller’s contest of the Environmental defect or the estimate of the Cleanup cost at its Lowest Cost Response. Within three (a3) 10 Business Days 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 receipt 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 Timenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet, and, within five (but 5) business days after Buyer’s receipt of the notice, either (i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Cleanup costs at its Lowest Cost Response, in which case Seller shall have the options described in Section 5.3(a) meet (except the right to contest). If Seller and attempt to Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Cleanup costs at its Lowest Cost Response subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with Section 5.10. Notwithstanding any of the procedures set forth in preceding provisions of this Section 8.85.3(c), all Environmental Adjustments shall be made as of the Final Settlement Date or the associated Environmental Defect shall be deemed waived by Buyer, and Buyer shall accept assignment of and assume all liability for the affected Asset.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith estimate of the Loss associated with such Environmental Defect ValueDefect, then Seller shall so notify Buyer in writing no later than December 18, 2017 after Seller’s receipt of 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 . The notice shall state with reasonable specificity the basis of for Seller’s rejection contest of the Environmental Defect or of Buyer’s good faith the estimate of the Environmental Defect ValueCleanup cost. For any Environmental Defect asserted by Buyer in an Environmental Title Defect Notice by the Defect Notice TimeBy no later than December 18, if Seller fails to timely deliver an Environmental Defect Rejection Notice2017, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either: (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Seller shall have the options described in Section 8.2(a) meet (except the right to contest) and attempt to Section 8.2(b). If Seller and Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND THE LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED OR AN ENVIRONMENTAL ADJUSTMENT HAS BEEN MADE, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.

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 If Sellers contest the existence of such any Environmental Defect or Buyer’s good faith estimate of the Loss associated with such Environmental Defect ValueDefect, then Seller Sellers shall so notify Buyer in writing no later than 5:00 p.m. CDT on Tuesday, August 9, 2016, after Sellers’ receipt of 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 . The notice shall state with reasonable specificity the basis of Seller’s rejection for Sellers’ contest of the Environmental Defect or of Buyer’s good faith the estimate of the Environmental Defect ValueCleanup cost. For any Environmental Defect asserted by Buyer in an Environmental Title Defect Notice by the Defect Notice TimeBy no later than Wednesday, if Seller fails to timely deliver an Environmental Defect Rejection NoticeAugust 10, then Seller shall be deemed to have accepted the validity of such Environmental Defect and such Environmental Defect Value2016, 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 PartiesSellers and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either: (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Sellers shall have the options described in Section 8.2(a) meet (except the right to contest) and attempt to Section 8.2(b). If Sellers and Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Sellers elect exclusion of the affected Assets. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND THE LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED OR AN ENVIRONMENTAL ADJUSTMENT HAS BEEN MADE, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith estimate of the applicable Environmental Defect Value, Seller shall notify Buyer no later than five (5) Business Days after Seller’s receipt of the applicable Environmental Defect Notice. In such instance, Buyer and Seller shall meet on or before forty (40) days following the Record Access Date and use their reasonable commercial efforts to, prior to the Closing, either: (i) agree to reject the Environmental Defect, in which case Buyer shall waive the Environmental Defect; or (ii) agree on the validity of the Environmental Defect and the Environmental Defect Value, then in which case Seller shall so notify Buyer in writing no later than have 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 options described in Section 8.38.2(a) (except the right to contest). 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 Buyer cannot agree on whether such alleged Environmental Defect exists and, if so, either option (i) or (ii) in the Environmental Defect Value applicable thereto. If the Parties are unable to reach agreement with respect to any Environmental Defectspreceding sentence, the Environmental Defect or the Environmental Defect Value subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.819.4. Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to the Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects and Environmental Defects do not, in the aggregate, exceed the Mutual Termination Threshold and Seller has not exercised its termination right under Section 7.7(b), then the Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and the Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets.

Contested Environmental Defects. With respect to any Environmental Defect timely asserted by an Environmental Defect Notice not waived in writing by Buyer or Remediated to the reasonable satisfaction of Buyer before Closingthe Environmental Defect Closing Date, if the Seller contests Parties contest in good faith the existence of such Environmental Defect or Buyer’s good faith estimate of the Environmental Defect Value, then the Seller Parties shall so notify Buyer in writing no later than the earlier of (a) 10 at least four Business Days after Buyer’s delivery to Seller of such before the Environmental Defect Notice or (b) September 20, 2013 Closing Date (an “Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s the Seller Parties’ 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 the Seller fails Parties fail to timely deliver an Environmental Defect Rejection Notice, then the Seller Parties shall be deemed to have accepted the validity of such Environmental Defect and such Environmental Defect Value, and (subject to Sections 8.4 8.4(c) and 8.6) the Environmental Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated to the reasonable satisfaction of Buyer before Closing, as provided in Section 8.3the Environmental Defect Closing Date. If the Seller Parties timely delivers deliver 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 at least two Business Days after delivery of before the Environmental Defect Rejection NoticeClosing Date) 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 Defect: (a) 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; (b) If such arbitration is completed by the Environmental Defect Closing Date, then the Asset(s) subject to such arbitration shall be subject to the provisions of Section 8.4 and may be removed and excluded from, or included in, the “Assets” to be conveyed on the Environmental Defect Closing Date, and the Environmental Purchase Price shall be adjusted, accordingly (if applicable); and (c) If such arbitration is not completed by the Environmental Defect Closing Date: (i) Buyer may (in its sole discretion) elect to either (1) remove and exclude the Asset affected by such contested Environmental Defect (together with other Assets that are appurtenant thereto) from the “Assets” to be conveyed on the Environmental Defect Closing Date, accordingly reduce the Environmental Purchase Price by the Allocated Values of such Assets, and terminate such arbitration or (2) retain the Asset within the “Assets” to be conveyed on the Environmental Defect Closing Date and accordingly (subject to Section 8.6) reduce the Environmental Purchase Price by Xxxxx’s good faith estimate of the Environmental Defect Value set forth in the relevant Environmental Defect Notice; (ii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that such Environmental Defect does not exist, Buyer shall promptly after such determination pay to the Seller Parties an amount equal to the amount by which the Environmental Purchase Price was reduced for such Environmental Defect; and (iii) If Buyer retained such Asset within the “Assets” conveyed on the Environmental Defect Closing Date and the arbitrator determines that the Environmental Defect Value for such Environmental Defect was less than the amount by which the Environmental Purchase Price was adjusted for such Environmental Defect, Buyer shall promptly after such determination pay to the Seller Parties an amount equal to the difference between such actual amount and the amount by which the Environmental Purchase Price was reduced for such Environmental Defect.

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 If Sellers contest the existence of such any Environmental Defect or Buyer’s good faith estimate of the Loss associated with such Environmental Defect, Sellers shall notify Buyer within five (5) Business Days after Sellers’ receipt of the Environmental Notice. The notice shall state the basis for Sellers’ contest of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than or the earlier estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSellers and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Sellers shall have the options described in Section 8.2.1 (except the right to contest) meet and attempt to agree on whether such alleged Environmental Defect exists and, if so, the Environmental Defect Value applicable theretoSection 8.2.2 (Exclusion of Affected Asset). If the Parties are unable to reach Any agreement with respect to any Environmental Defectsthe foregoing shall be in writing and executed by all Parties. If Sellers and Buyer cannot agree on either option (i) or (ii) in the preceding sentence, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2.3, all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Sellers or Buyer (if permitted under Section 8.2.5) elects exclusion of the affected Assets. SUBJECT TO THE REMAINDER OF THIS AGREEMENT, AND WITHOUT LIMITATION OF SELLER’S INDEMNITY OBLIGATIONS UNDER SECTIONS 16.4(i), 16.4(ii), 16.4(viii) AND 16.4(ix), IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.

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 If Seller contests in good faith the existence of such any Environmental Defect or Buyer’s good faith estimate of the Loss associated with such Environmental Defect, Seller shall notify Buyer within four (4) Business Days after Seller’s receipt of the Environmental Notice. The notice shall state the basis for Seller’s contest of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than or the earlier estimate of the Cleanup cost. Within two (a2) 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 receipt 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 Timenotice, 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 PartiesSeller and Buyer, knowledgeable in environmental matters, shall promptly meet in person or otherwise, and, prior to Closing, either: (but i) agree to reject the Environmental Defect, in any event no later than five Business Days after delivery which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect Rejection Noticeand the estimated Loss, in which case Seller shall have the options described in Section 8.2.1 (except the right to contest) meet and attempt to agree on whether such alleged Environmental Defect exists and, if so, Section 8.2.2 (Exclusion of Affected Asset). In the event that the amount of the estimated Loss of the Environmental Defect is greater than the Allocated Value applicable theretoof the Asset(s) affected by such Environmental Defect, Buyer shall have the option, at its sole discretion, to exclude such Asset(s) from this Agreement; provided, however, that Buyer shall not have the right to exclude any Asset affected by any of the matters set forth on Schedule 5.20 pursuant to this provision. In such event, Seller shall retain the Asset(s) as a Retained Asset and the Base Purchase Price shall be reduced by the Allocated Value of such Asset(s). If the Parties are unable to reach agreement with respect to any Environmental DefectsSeller and Buyer cannot agree on either option (i) or (ii) set forth in this Section 8.2.3, the Environmental Defect or the Environmental Defect Value estimated Loss subject to the Environmental Defect Rejection Notice shall be submitted to arbitration resolved in accordance with the procedures dispute resolution provisions set forth in Section 8.820.3. Notwithstanding any of the preceding provisions of this Section 8.2.3, all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets. IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED TO THE REASONABLE SATISFACTION OF BUYER (OR, TO THE EXTENT THE PARTIES COULD NOT AGREE ON WHETHER OR NOT SELLER REMEDIATED SUCH DEFECT, THE DEFECT ARBITRATOR) AND ALL LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.