Common use of Environmental Deductibles Clause in Contracts

Environmental Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Individual Environmental Threshold, or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price Closing Cash Consideration or other remedies provided by SM Energy Seller for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the $75,000 (“Individual Environmental Threshold”), or and (ii) in no event shall there be any adjustments to the Closing Cash Consideration or other remedies provided by Seller for any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold pursuant to Section 12.1(b)(i) unless the sum of (A) the aggregate sum of the Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (Threshold, in the aggregate, excluding any Remediation Amounts attributable to (1Conveyed Interests that are subject to Environmental Defects which Seller assumes pursuant to Section 12.1(b)(ii), Environmental Defects that Seller retains pursuant to Section 12.1(b)(iii) and Environmental Defects which Seller indemnifies Buyer pursuant to Section 12.1(b)(iv) and any Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii))Seller, plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Environmental Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price Closing Cash Consideration only with respect to such Environmental Defects aggregate Remediation Amounts in excess of the Aggregate such Environmental Deductible. For If the avoidance of doubt, if SM Energy elects Parties elect for Seller to retain any Asset Conveyed Interests related to any Environmental Defect pursuant to Section 7.1(b)(ii12.1(b)(iii), the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of such retained Asset Conveyed Interests, the Carried Cost Obligation shall be reduced by the Allocated Carry for such retained Conveyed Interests, and the Remediation Amount for the Environmental Defect relating to such retained Asset Conveyed Interests will not be counted towards the Aggregate Environmental Deductible.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price Closing Cash Consideration or other remedies provided by SM Energy EXCO for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the $25,000 (“Individual Environmental Threshold”), or and (ii) in no event shall there be any adjustments to the Closing Cash Consideration or other remedies provided by EXCO for any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold pursuant to Section 12.1(c)(i)(A) or Section 12.1(c)(ii)(A) unless the sum of (A) the aggregate sum of the Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (Threshold, in the aggregate, excluding any Remediation Amounts attributable to Subject Interests that are subject to Environmental Defects which EXCO: (1) assumes pursuant to Section 12.1(C)(i)(B); (2) retains pursuant to Section 12.1(c)(i)(C); (3) is conveyed pursuant to Section 12.1(c)(ii)(B); and (4) indemnifies BG pursuant to Section 12.1(c)(i)(D) or Section 12.1(c)(ii)(C) and any Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii))EXCO, plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Environmental Deductible, after which point Buyer BG shall only be entitled to adjustments to the Purchase Price Closing Cash Consideration only with respect to such Environmental Defects aggregate Remediation Amounts in excess of the Aggregate such Environmental Deductible. For If the avoidance of doubtParties elect to have any Subject Interests related to any Environmental Defect distributed to, if SM Energy elects to retain any Asset and retained by, EXCO, then pursuant to Section 7.1(b)(ii12.1(c)(i)(C), the Purchase Price Closing Cash Consideration shall be reduced by the Allocated Value of such retained Asset Subject Interests, the Carried Cost Obligation shall be reduced by the Allocated Carry for such retained Subject Interests and the Remediation Amount for the Environmental Defect relating to such retained Asset Subject Interests will not be counted towards the Aggregate Environmental Deductible. The Parties agree that if the same Environmental Defect affects more than one Asset, then the Environmental Defect Amounts for each Asset affected by such Environmental Defect shall be aggregated for the purposes of determining whether the Individual Environmental Defect Threshold has been met with respect to such Environmental Defect.

Environmental Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Individual Environmental Threshold, or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Environmental Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Environmental Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Environmental Deductible. If a single Environmental Defect or series of related Environmental Defects affects several Well Locations in the same drilling or spacing unit, then such Environmental Defect(s) shall be deemed to have exceeded the Individual Environmental Threshold if the total amount by which such Environmental Defect(s) reduce(s) the Allocated Value(s) of all the affected Well Locations exceed(s) the Individual Environment Threshold.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy Seller for (i) any individual Environmental Defect Condition for which the Remediation Amount does not exceed the $50,000 (“Individual Environmental Threshold, or ”); and (ii) in no event shall there be any adjustments to the Purchase Price or other remedies provided by Seller for any Environmental Defect Condition for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold unless (A) the sum of (A1) the aggregate Remediation Amounts of all such Environmental Defects Conditions that exceed the Individual Environmental Threshold (Threshold, in the aggregate, excluding any Remediation Amounts attributable to (1) Environmental Defects cured Conditions Remediated by SM Energy or Seller, and (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that Defects, in the aggregate, excluding any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold (excluding and any Title Defect Amounts attributable to Title Defects cured by SM Energy)Seller, (B) exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price or other remedies only with respect to the portion of the Remediation Amounts in excess of such Aggregate Deductible; provided that the entire Remediation Amount and not just the portion in excess of the Individual Environmental Threshold shall be counted toward determining whether the Aggregate Deductible has been met. The Parties agree that if the same Environmental Condition affects more than one Well, Fee Interest or Undrilled Location, then the Remediation Amounts for each Well, Fee Interest or Undrilled Location affected by such Environmental Condition shall be aggregated, without duplication of any costs or losses included in another Remediation Amount hereunder, for the purposes of determining whether the Individual Environmental Threshold has been met with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate DeductibleCondition.

Environmental Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Individual Environmental Threshold, or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii7.1(b)(iii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii7.1(b)(iii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible. Notwithstanding anything to the contrary in this Article VII, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any single Environmental Defect Property shall not exceed the Allocated Value of such Environmental Defect Property.

Environmental Deductibles. Notwithstanding anything to the contrary, except as set forth in this Section ‎7.1‎(d) below, there shall be no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Individual Environmental ThresholdThreshold (or, with respect to any individual Asset, Environmental Defects in the aggregate), or (ii) any Environmental Defect (or, with respect to any individual Asset, Environmental Defects in the aggregate) for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)Energy), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), minus (C) all Title Benefit Amounts, exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Deductible. For ; provided, however, that in the avoidance of doubt, if SM Energy elects event the Remediation Amount with respect to retain any Asset pursuant to Section 7.1(b)(ii), Environmental Defect equals or exceeds Three Million Dollars ($3,000,000) the Purchase Price shall be reduced by the Allocated Value full amount of such retained Asset and the applicable Remediation Amount for without regard to the Environmental Defect relating Aggregate Deductible and any reductions pursuant to such retained Asset will this proviso shall not be counted towards used in calculating whether the Aggregate DeductibleDeductible has been met with respect to any other Environmental Defects.

Environmental Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy Sellers for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the $50,000 (“Individual Environmental Threshold”), or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy Sellers or (2) Environmental Defect Properties that SM Energy elects Sellers elect to retain pursuant to Section 7.1(b)(ii7.1(b)(iii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM EnergySM), exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects Sellers elect to retain any Asset pursuant to Section 7.1(b)(ii7.1(b)(iii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible. Notwithstanding anything to the contrary in this Article VII, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects upon any single Environmental Defect Property shall not exceed the Allocated Value of such Environmental Defect Property.

Environmental Deductibles. Notwithstanding anything to the contrarycontrary in this Agreement, (i) in no event shall will there be any adjustments to the Base Purchase Price or other remedies provided by SM Energy Seller for (i) any individual Environmental Defect for which the Remediation Amount does not exceed $125,000.00 (the “Individual Environmental Threshold, or ”); and (ii) in no event will there be any adjustments to the Base Purchase Price or other remedies provided by Seller for any Environmental Defect for which the Actual Remediation Amount exceeds the Individual Environmental Threshold, Threshold unless (A) the amount of the sum of (A1) the aggregate Actual Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (but excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)Seller), plus (B2) the aggregate Actual Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (but excluding any Title Defect Amounts attributable to Title Defects cured by SM EnergySeller), exceeds (B) the Aggregate Deductible, after which point Buyer shall only will be entitled to adjustments to the Base Purchase Price or other remedies hereunder, but only with respect to the amount by which the aggregate amount of such Environmental Defects in excess of Actual Remediation Amounts and Actual Title Defect Amounts exceeds the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain If Seller retains any Asset Assets pursuant to Section 7.1(b)(ii12.01(c)(ii) or Section 12.01(c)(iv), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and then the Remediation Amount for the Environmental Defect relating to such retained Asset Assets will not be counted count towards the Aggregate Deductible.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price Merger Consideration or other remedies provided by SM Energy Titan for (i) any individual Environmental Defect Condition for which the Remediation Amount does not exceed the Individual Environmental Threshold, or Threshold and (ii) in no event shall there be any adjustments to the Merger Consideration or other remedies provided by Titan for any Environmental Defect Condition for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects Conditions that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii))Threshold, plus in the aggregate and (B) the aggregate Title Defect Amounts of all Title Defects that Defects, in the aggregate, excluding any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold (excluding and any Title Defect Amounts attributable to Title Defects cured by SM Energy), Titan or Representative exceeds the Aggregate Deductible, after which point Buyer Atlas shall only be entitled to adjustments to the Purchase Price Merger Consideration or other remedies only with respect to the portion of the Remediation Amounts in excess of such Aggregate Deductible; provided that the entire Remediation Amount and not just the portion in excess of the Individual Environmental Threshold shall be counted toward determining whether the Aggregate Deductible has been met. The parties agree that if the same Environmental Condition affects more than one Well or Undrilled Location, then the Remediation Amounts for each Well or Undrilled Location affected by such Environmental Condition shall be aggregated, without duplication of any costs or losses included in another Remediation Amount hereunder, for the purposes of determining whether the Individual Environmental Threshold has been met with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate DeductibleCondition.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price Closing Cash Contribution or other remedies provided by SM Energy EXCO for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the $75,000 (“Individual Environmental Threshold”), or and (ii) in no event shall there be any adjustments to the Closing Cash Contribution or other remedies provided by EXCO for any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold unless the sum of (A) the aggregate sum of the Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (Threshold, in the aggregate, excluding any Remediation Amounts attributable to (1Subject Assets that are subject to Environmental Defects which EXCO assumes pursuant to Section 12.1(b)(ii), Environmental Defects with respect to which the Parties elect to have such assets assigned to EXCO pursuant to Section 12.1(b)(iii) and Environmental Defects for which EXCO indemnifies BG pursuant to Section 12.1(b)(iv) and any Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus EXCO (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds the Aggregate Environmental Deductible, after which point Buyer BG shall only be entitled to adjustments to the Purchase Price Closing Cash Contribution only with respect to such Environmental Defects aggregate Remediation Amounts in excess of the Aggregate such Environmental Deductible. For the avoidance If EXCO and BG elect to have EXCO receive assignment of doubt, if SM Energy elects any Subject Assets related to retain any Asset Environmental Defect pursuant to Section 7.1(b)(ii12.1(b)(iii), the Purchase Price Closing Cash Contribution shall be reduced by the Allocated Value reasonably allocated value of such retained Asset Subject Assets and the Remediation Amount for the Environmental Defect relating to such retained Asset Subject Assets will not be counted towards the Aggregate Environmental Deductible.

Environmental Deductibles. Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy Seller for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Two Hundred Thousand Dollars ($200,000.00) (“Individual Environmental Threshold, or ”); and (ii) in no event shall there be any adjustments to the Purchase Price or other remedies provided by Seller for any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, Threshold unless (A) the sum of (A1) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (Threshold, in the aggregate, excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or Seller, plus (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that Defects, in the aggregate, excluding any individual Title Defect for which the Title Defect Amount does not exceed the Individual Title Defect Threshold (excluding and any Title Defect Amounts attributable to Title Defects cured by SM Energy)Seller, (B) exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price or other remedies only with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible.

Environmental Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM Energy for (i) any individual Environmental Defect for which the Remediation Amount does not exceed the Individual Environmental Threshold, provided, that if an Environmental Defect is not a physical condition (e.g., soil or groundwater contamination) but affects multiple Assets (e.g., failure to obtain necessary Permits or prepare plans or reports required by Environmental Laws), then the failure to comply may be considered a single Environmental Defect for purposes of calculating the Individual Environmental Threshold, or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM Energy or (2) Environmental Defect Properties that SM Energy elects to retain pursuant to Section 7.1(b)(ii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM Energy), exceeds 1.75% of the Aggregate unadjusted Purchase Price (the “Environmental Deductible”), after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Environmental Deductible. For the avoidance of doubt, if SM Energy elects to retain any Asset pursuant to Section 7.1(b)(ii7.1(b)(iii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Environmental Deductible.