Environmental Defect. For purposes of this Agreement, the term “Environmental Defect” means an Asset has been cited by Governmental Authority for a violation of an Environment Law (defined below), or Buyer has discovered a condition on or affecting an Asset which violates an Environment Law, Lease, Contract or other agreement, unless such violation has been cured to Buyer’s reasonable satisfaction or has been waived by Buyer.
Environmental Defect. An Asset shall be deemed to have an “Environmental Defect” if Buyer discovers that such Asset is subject to a condition constituting a violation of Environmental Laws.
Environmental Defect. For purposes of this Paragraph an environmental defect is a toxic or hazardous substance at a level and condition found above those set as acceptable by the United States Environmental Protection Agency, the Illinois Environmental Protection Agency, the Illinois EmergencyManagement Agency or applicable local governmental agency. If the stated defect is any toxic or hazardous substance, then Seller, at Seller’s option and expense, may have the substance remediated, removed, or reduced to an acceptable level prior to Closing. Xxxxx, at Xxxxx’s option and expense, is responsible for re-inspection of the remediation and proof of re-inspection by the same inspector(s) as previously used or by similarly qualified inspector(s). Buyer, at Xxxxx’s sole discretion, may accept theplan of remediation, terminate this Contract, or allow the Seller to escrow one and one half (1 ½) times the amount of the bid or written estimate, as determined by the Buyer, of such environmental repair(s)at Closing. In the event either Seller or Buyer elects to terminate the Contract due to an environmental defect as provided herein, the non-terminating Party shall be obligated to sign the document terminating this Contract, and the Xxxxxxx Money shall be refunded to Buyer. For Termination Procedure see Paragraph 37.
Environmental Defect. An Asset shall be deemed to have an “Environmental Defect” if Buyer shows that such Asset is subject to a condition or occurrence constituting a violation of Environmental Laws (a “Condition”) with respect to which the Lowest Cost Response is reasonably estimated to require expenditure in excess of $20,000. In the event the Assets are located on, or use the surface estate of, real property in an area where other commercial activities are or have been conducted, including (but not limited to) oil and gas exploration activities, in no event shall a Condition form the basis for an Environmental Defect unless such Condition directly affects, or results from, an Asset, or the operation of an Asset including the drilling, completion and production operations reasonably anticipated to occur in the future. Further, each Environmental Defect shall be based on the analysis of each separate Condition as the same results from discrete individual events at a single continuous geographic location, even if multiple Conditions are located on or in close proximity to the same well location or pad, tank battery site, pump, meter or compressor location, pipeline easement, right of way or ditch line of the like. In no event shall any Condition that was previously remediated pursuant to, and in accordance with, Environmental Law in effect at the time of such remediation, including a former pit or earthen disposal site, whether lined or unlined, form the basis of an Environmental Defect if such Condition did not constitute a violation of an Environmental Law or regulation at the time the Condition was created or resulted from the operations utilizing such pit or disposal site; provided, however, if, as a result of a change in condition or operations utilizing such pit or disposal site subsequent to its prior remediation, a Condition exists, such may form the basis of an Environmental Defect. Further, no Condition involving naturally occurring radioactive material (“NORM”) shall constitute the basis of an Environmental Defect unless such NORM results in measured radioactivity in excess of (i) a level of 50 µR/hr (50 micro roentgen per hour) and more than 30 piC/gram for Radium 226 and Radium 228 or (ii) applicable Environmental Laws, whichever is more stringent. The fact that a well is no longer capable of producing sufficient quantities of oil or gas to continue to be classified as a producing well or that such a well should be temporarily abandoned or permanently plugged and a...
Environmental Defect. An Asset shall be deemed to have an “Environmental Defect” if Buyer discovers that such Asset is subject to a condition constituting a violation of Environmental Laws with respect to which the Lowest Cost Response therefor is reasonably estimated to require an expenditure in excess of $25,000; provided that an Environmental Defect shall not be deemed to exist with respect to NORM in connection with in-use equipment or with respect to any issues disclosed in Schedule 5.02.
Environmental Defect. “Environmental Defect” means the failure of Seller’s ownership and operation of the Acquired Assets to be in material compliance as of 5:00 p.m., Houston, Texas, time on the Effective Date with applicable Environmental Laws in effect as of the Execution Date, but excluding the following (which shall not constitute Environmental Defects): (x) any Disclosed Environmental Matters; (y) any Plugging and Abandonment Obligations; and (z) the presence or absence of naturally occurring radioactive material, radon gas and asbestos (“NORM”) in or on the Acquired Assets.
Environmental Defect. An Asset shall be deemed to have an “Environmental Defect” if Buyer discovers that such Asset is subject to (a) a condition existing on or before the expiration of the Environmental Examination Period with respect to air, soil, subsurface, surface waters, ground waters and/or sediments that causes such Asset not to be in compliance with Environmental Law or any provision of any Lease addressing environmental issues, or the existence on or before the expiration of the Environmental Examination Period of any environmental pollution, contamination, degradation, damage or injury with respect to any Asset for which remedial or corrective action is required (or upon the passage of time will be required) under Environmental Laws or any provision of any Lease addressing environmental issues; and (b) with respect to which the Lowest Cost Response therefor is reasonably estimated to require an expenditure in excess of $50,000 in the aggregate; provided that (A) an Environmental Defect shall not be deemed to exist with respect to NORM in connection with in- use equipment and (B) an Asset for which an SPCC is required, but is not in place, will, for the avoidance of doubt, constitute the basis of an Environmental Defect for purposes hereof.
Environmental Defect. The term “Environmental Defect” means (i) the failure of any Asset to be in material compliance with all applicable Environmental Laws or a physical or environmental condition on or related to any Asset that would give rise to a material Liability or obligation under applicable Environmental Laws; (ii) the Assets being subject to any agreements, consent orders, decrees or judgments currently in existence based on any Environmental Laws that negatively and materially impact the future value or use of any portion of the Assets or that require any material change in the present conditions of any of the Assets; or (iii) the Assets being subject to any material uncured notices of violations of or material non-compliance with any applicable Environmental Laws or any claim of material violation of any Environmental Laws, provided that an Environmental Defect shall not be deemed to exist if the Lowest Cost Response therefor is reasonably estimated to require an expenditure of less than 0.01471% of the aggregate of the Initial Purchase Price and the Option Purchase Price; and provided further, that an Environmental Defect shall not be deemed to exist with respect to NORM in connection with in-use equipment. Notwithstanding the foregoing, it is understood that if the same Environmental Defect affects multiple Tracts or multiple Leases covering the same Lands, it shall be deemed to be a single Environmental Defect for purposes of determining whether the foregoing threshold of 0.01471% of the aggregate of the Initial Purchase Price and the Option Purchase Price has been met. For the avoidance of doubt, it is understood that the threshold provided above is measured with respect to each Environmental Defect as to the Assets affected thereby as a whole, notwithstanding that any adjustment to the Initial Purchase Price or Option Purchase Price, as applicable, as a result of such Environmental Defect may be less than such threshold.
Environmental Defect. A Property shall be deemed to have an “Environmental Defect” if Buyer discovers that such Property is subject to a condition constituting a violation of Environmental Laws with respect to which the Lowest Cost Response is reasonably estimated to require expenditure in excess of $10,000.00.
Environmental Defect. (a) For purposes of this Agreement, an Environmental Defect shall mean any event, condition, or circumstance, including any release of hazardous substances, relating to the Properties which constitutes a violation of any Environmental Law which results in damage to property, injury to or death of persons or other living things, natural resource damages, CERCLA response costs, environmental remediation and restoration costs, or fines or penalties (collectively, "Claims") arising out of or attributable to, in whole or in part, either directly or indirectly, the ownership, condition or operation of the Properties at any time before or after the Effective Time). If, in the course of performing an environmental assessment of the Properties, Buyer identifies the existence of any Environmental Defect(s), Buyer shall provide to Seller written notice of such event, condition, or circumstance, including the Property affected thereby, its Allocated Value and Buyer's estimated cost of remediation, together with all associated supporting reports, data, analysis and conclusions (which Seller and Buyer shall keep strictly confidential unless otherwise required by law or regulation), as soon as practicable, but in any event no later thirty (30) days after the date of the-is Agreement. All Environmental Defects not asserted in a timely manner as provided in this Section 5.12 shall be deemed to have been waived by Buyer and no adjustment shall be made to the Purchase Price pursuant to Section 2.02 for such Environmental Defects.
(b) If Seller and Buyer agree upon the existence of such an Environmental Defect and the method of remediating the same, then Seller may elect to remediate the Environmental Defect. If Seller has not completed the remediation of an Environmental Defect prior to Closing, Buyer shall not purchase the affected Property at Closing and Buyer shall receive a reduction of the Purchase Price in an amount equal to the Allocated Value of the affected Property. If Seller completes such remediation within sixty (60) days after Closing, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If Seller has not completed such remediation within sixty (60) days after Closing, the affected Property will be eliminated from this purchase and sale transaction and any and all rights of Buyer in or to such affected Property shall terminate. If Seller elects not to remediate the Environmental Defect, Buyer may elec...
