Common use of Environmental Defect Notices Clause in Contracts

Environmental Defect Notices. On or before the Environmental Defect Claim Date, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Defect Notices,” and each individually an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter constituting the alleged Environmental Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s reasonable assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect and (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect. Each Environmental Defect Notice may include a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IX, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable to such Asset. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunder.

Environmental Defect Notices. On If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines constitutes an Environmental Defect, Buyer shall promptly notify Seller within 3 Business Days of such discovery and, in any event, on or before the Environmental Defect Claim Date5:00 p.m. (Central Time) on April 22, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) 2011 (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Claim Date”). To be effective, notice of an Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged asserted Environmental DefectDefect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) a description of each Asset the Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyer’s reasonable assertion of documentation, including any physical measurements or, to the Allocated Value of the portion of the Assets affected extent permitted by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such alleged Environmental DefectDefect and the computations and information upon which Buyer’s belief is based, and (vi) the specific Environmental Law that is applicable to the Environmental Defect and the violation of such Environmental Law, if any. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws Laws. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.14 or the corresponding representation contained in the certificate delivered at the Closing by Seller pursuant to Section 9.3(j), Buyer shall be deemed to have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSeller shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give assert as an Environmental Defect by a Environmental Defect Notice received by Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior Environmental Claim Date. Seller shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderon or before Closing.

Environmental Defect Notices. On or before the If Buyer discovers any Environmental Defect Claim DateCondition which, in its reasonable opinion, Buyer must deliver claim notices to Seller meeting the requirements determines constitutes a violation or any incident of this Section 9.2(anon-compliance of Environmental Law(s) (as an “Environmental Defect”), Buyer shall promptly notify Seller within three (3) Business Days of such notices may be amended or supplemented until the Environmental Defect Claim Datediscovery and, collectivelyin any event, not later than 5:00 p.m. Mountain Time on June 12, 2017 (the “Environmental Claim Date”). To be effective, notice of an Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged asserted Environmental DefectDefect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) a description of each Asset the Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) to the extent in Buyer’s reasonable assertion of possession, documentation, including any physical measurements or, to the Allocated Value of the portion of the Assets affected extent permitted by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such Environmental Defect and (vi) the specific Environmental Law that Buyer believes is applicable to the alleged Environmental DefectDefect and the alleged violation of such Environmental Law, if any. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representations contained in Article IV with respect to or otherwise related to Environmental Laws or the corresponding representation contained in the certificate delivered at the Closing by Seller pursuant to Section 9.3(f), Buyer shall be deemed to have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSeller shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give assert as an Environmental Defect by an Environmental Defect Notice received by Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior Environmental Claim Date. Seller shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderon or before Closing.

Environmental Defect Notices. On If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines constitutes an Environmental Defect, Buyer shall notify Seller’s Representatives on or before the Environmental Defect Claim Date5:00 p.m. (Prevailing Central Time) on August 29, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) 2016 (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Claim Date”) of such Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX). Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each An Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged asserted Environmental DefectDefect(s), (ii) a description of each Asset the Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyerdocumentation, including any physical measurements or, to the extent permitted by Seller’s reasonable assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Representatives under Section 12.1, lab analyses or photographs, sufficient for Seller Seller’s Representatives to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), in each case, to the extent in Buyer’s, its Affiliate’s, or its Third Party contractor’s possession, (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based; provided, however, that an alleged failure to comply with subsections (i) through (v) above shall not cause any such Environmental Defect Notice to be invalid or any Environmental Defect to be waived if the defect notice is reasonably sufficient to provide notice to Seller’s Representatives of the existence and general nature of the alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer in calculating the Remediation Amount. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Sellers’ representation contained in Section 9.14, including the standards that Buyer asserts must shall be met deemed to comply with Environmental Laws have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSellers shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give Seller assert as an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Defect by an Environmental Defect Notice received by Seller, ’s Representatives on or before the end of each calendar week prior Environmental Claim Date. Sellers shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderreasonable satisfaction on or before Closing.

Environmental Defect Notices. On If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines constitutes an Environmental Defect, Buyer shall notify Seller’s Representative on or before the Environmental Defect Claim Date5:00 p.m. (Prevailing Central Time) on September 25, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) 2017 (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Claim Date”) of such Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX). Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each An Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged asserted Environmental DefectDefect(s), (ii) a description of each Asset the Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyerdocumentation, including any physical measurements or, to the extent permitted by Seller’s reasonable assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Representative under Section 12.1, lab analyses or photographs, sufficient for Seller Seller’s Representative to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), in each case, to the extent in Buyer’s, its Affiliate’s, or its Third Party contractor’s possession, (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based; provided, however, that an alleged failure to comply with subsections (i) through (v) above shall not cause any such Environmental Defect Notice to be invalid or any Environmental Defect to be waived if the defect notice is reasonably sufficient to provide notice to Seller’s Representative of the existence and general nature of the alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer in calculating the Remediation Amount. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Sellers’ representation contained in Section 9.14, including the standards that Buyer asserts must shall be met deemed to comply with Environmental Laws have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSellers shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give Seller assert as an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Defect by an Environmental Defect Notice received by Seller, ’s Representative on or before the end of each calendar week prior Environmental Claim Date. Sellers shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderreasonable satisfaction on or before Closing.

Environmental Defect Notices. On or before the If Buyer discovers any Environmental Defect Claim DateCondition which, in its reasonable opinion, it believes constitutes an Environmental Defect, Buyer must deliver claim notices to shall promptly notify Seller meeting the requirements within 3 Business Days of this Section 9.2(a) such discovery and, in any event, by March 29, 2013 (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Claim Date”). To be effective, notice of an Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged Environmental DefectDefect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) a description of each Asset the Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyer’s reasonable assertion of documentation, including any physical measurements or, to the Allocated Value of the portion of the Assets affected extent permitted by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such alleged Environmental Defect and the computations and information upon which Buyer’s belief is based, and (iv) the specific Environmental Law (and date promulgated) that has been violated by the asserted Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws Laws. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.13, Buyer shall be deemed to have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSeller shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give assert as an Environmental Defect by an Environmental Defect Notice received by Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior Environmental Claim Date. Seller shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderon or before Closing.

Environmental Defect Notices. On or before the If Buyer discovers any Environmental Defect Claim Date, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Defect Notices,” and each individually an “Environmental Defect Notice”) setting forth any matters Condition which, in Buyer’s its reasonable opinion, constitute it believes constitutes an Environmental Defects Defect and which that Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreementan Environmental Defect Notice delivered pursuant hereto, Buyer shall be deemed to have waived, and neither Seller, any notify Seller of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller such discovery on or before 5:00 p.m. Houston time on the date that is fourteen (14) days after the date hereof (the “Environmental Defect Claim Date”). To be effective, each notice of an Environmental Defect, including any Environmental Defect Notice with respect to any Well or Well Location that Buyer deems an Environmental Defect Property pursuant to the terms and conditions of Section 4.1(c) (each, an “Environmental Defect Notice”) shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged Environmental DefectDefect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) a description of each Asset (or portion thereof) that is the Xxxxx set forth on Exhibit A-1 and/or the Well Locations set forth on Exhibit A-2, as applicable, affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyer’s reasonable assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect and (iv) supporting documents reasonably necessary documentation, including any physical measurements, lab analyses or photographs, sufficient for Seller to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such alleged Environmental Defect and the computations and information upon which Buyer’s belief is based and (vi) the specific Environmental Law (and date promulgated) that has been violated by the asserted Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws Laws. For all purposes of this Agreement, Buyer shall be deemed to have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSeller shall have no liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable (A) which Buyer has knowledge of but fails to such Asset. To give assert as an Environmental Defect pursuant to an Environmental Defect Notice received by Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice (B) which shall not constitute Buyer asserts as an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior pursuant to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect Notice received by Seller on or before the Environmental Claim Date or (C) that is described on Schedule 6.1(a). Seller shall have the right, but not prejudice Buyer’s right the obligation, to assert such cure any asserted Environmental Defect in accordance with on or before the terms hereunderdate that the Preliminary Settlement Statement is delivered pursuant to Section 3.4.

Environmental Defect Notices. On If Buyer discovers any Environmental Condition which, in its reasonable opinion, it believes constitutes an Environmental Defect, Buyer shall promptly notify Seller within 5 Business Days of such discovery and shall notify Seller, in any event, on or before the Environmental Defect Claim Date5:00 p.m. (Eastern time) on June 5, Buyer must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) 2014 (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Claim Date”). To be effective, notice of an Environmental Defect Notices,” and each individually (an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to Buyer’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter Environmental Condition constituting the alleged Environmental DefectDefect(s), including the GPS coordinates of such Environmental Condition when reasonably available, (ii) a description of each Asset the RTP Asset(s) (or portion portions thereof) that is affected by the alleged asserted Environmental DefectDefect (each, an “Environmental Defect Property”), (iii) Buyer’s reasonable assertion of documentation, including any physical measurements or, to the Allocated Value of the portion of the Assets affected extent permitted by the alleged Environmental Defect and (iv) supporting documents reasonably necessary Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the alleged asserted Environmental Defect. Each Defect(s), (iv) the Allocated Value of each Environmental Defect Notice may include a calculation of Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based, and (vi) the specific Environmental Law (and date promulgated) that has been alleged to be violated by the asserted Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws Laws. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.13, Buyer shall be deemed to have waived, and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IXSeller shall have no Liability for, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable which Buyer fails to such Asset. To give assert as an Environmental Defect by an Environmental Defect Notice received by Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior Environmental Claim Date. Seller shall have the right, but not the obligation, to the cure any asserted Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice Buyer’s right to assert such Environmental Defect in accordance with the terms hereunderon or before Closing.

Environmental Defect Notices. On or before the Environmental Defect Claim Date, Buyer Xxxxx must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) (as such notices may be amended or supplemented until the Environmental Defect Claim Date, collectively, the “Environmental Defect Notices,” and each individually an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as an Environmental Defect pursuant to this Article IX. Except with respect to BuyerXxxxx’s remedy under Article X with respect to any breach by Seller of the representation and warranty set forth in Section 3.11, for all purposes of this Agreement, Buyer shall be deemed to have waived, and neither Seller, any of the Seller Indemnified Parties nor any of the other Seller Subject Parties, shall have any liability for any Environmental Defect that Buyer fails to assert as an Environmental Defect by any Environmental Defect Notice received by Seller on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include (i) a description of the matter constituting the alleged Environmental Defect, (ii) a description of each Asset (or portion thereof) that is affected by the alleged Environmental Defect, (iii) Buyer’s reasonable assertion of the Allocated Value of the portion of the Assets affected by the alleged Environmental Defect and (iv) supporting documents reasonably necessary for Seller to verify the existence of the alleged Environmental Defect. Each Environmental Defect Notice may include a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer reasonably asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws and all assumptions used to calculate the Lowest Cost Response. Notwithstanding anything to the contrary in this Article IX, the aggregate Remediation Amounts attributable to the effects of all Environmental Defects under this Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable to such Asset. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer Xxxxx agrees to use all commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice (which shall not constitute an Environmental Defect Notice) of all Environmental Defects discovered by Buyer during the preceding calendar week, which notice shall be preliminary in nature and may be supplemented prior to the Environmental Defect Claim Date; provided that failure to provide a preliminary notice of an Environmental Defect shall not prejudice BuyerXxxxx’s right to assert such Environmental Defect in accordance with the terms hereunder.