Common use of Contested Environmental Defects Clause in Contracts

Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or Buyer's good-faith estimate of costs of remediation of an Environmental Defect ("Environmental Defect Value"), the contesting party shall notify the other party in writing on or before two business days prior to Closing ("Rejection Notice"). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the good-faith estimate of the Environmental Defect Value. Within five business days of receipt of the Rejection Notice, representatives of the parties, knowledgeable in environmental matters, shall meet and, within ten business days after receipt of such Rejection Notice, 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, in which case the party receiving the notice shall proceed to remediate the Environmental Defect as provided herein, or reduce the value of the particular Oil and Gas Interest, as the case may be. If the parties cannot agree on either options (i) or (ii) in the preceding sentence, the Environmental Defect or the Environmental Defect Value subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 11.06. If a party fails to timely deliver a Rejection Notice, that party shall be deemed to have accepted the validity of the Environmental Defect and the other party's good-faith 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 Seller HighGround contests the existence of an Environmental Defect or Buyer's good-faith estimate of costs of remediation of an Environmental Defect ("Environmental Defect Value")the Remediation Costs, the contesting party HighGround shall notify the other party Treaty in writing on or before two business ten days prior to Closing 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 good-faith estimate of the Environmental Defect ValueRemediation Costs. Within five business 5 days of receipt of the Rejection Notice, representatives of the parties, Treaty and HighGround knowledgeable in environmental matters, shall meet and, within ten business days after receipt of such Rejection Notice, 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, in which case the party receiving the notice shall proceed to remediate the Environmental Defect as provided herein, or reduce the value of the particular Oil and Gas Interest, as the case may beRemediation Costs. If the parties Parties cannot agree on either options option (i) or (ii) in the preceding sentence, the Environmental Defect or and/or the Environmental Defect Value Remediation Costs subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth as provided in Section 11.0614.8, below. If a party HighGround fails timely to timely deliver a Rejection Notice, that party HighGround shall be deemed to have accepted the validity of the Environmental Defect and the other party's good-faith Treaty’s estimate of the Environmental Defect ValueRemediation Costs, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this sectionSection. 4.6 Exclusive Remedies. The rights and remedies granted each Party in this Article, together with the indemnifications set forth in Article XIII, are the exclusive rights and remedies against the other Party related to any Environmental matter, including, without limitation, Environmental Defects.