Common use of Environmental Defect Notices Clause in Contracts

Environmental Defect Notices. 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 5:00 p.m. (Central Time) on April 22, 2011 (the “Environmental Claim Date”). To be effective, notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the asserted Environmental Defect(s), (iv) the Allocated Value of each Environmental Defect Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer 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 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. 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 Seller shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a Environmental Defect Notice received by Seller on or before the Environmental Claim Date. Seller shall have the right, but not the obligation, to cure any asserted Environmental Defect on or before Closing.

Environmental Defect Notices. If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines constitutes a violation or any incident of non-compliance of Environmental Law(s) (an “Environmental Defect”), Buyer shall promptly notify Seller within 3 three (3) Business Days of such discovery and, in any event, on or before not later than 5:00 p.m. (Central Time) Mountain Time on April 22June 12, 2011 2017 (the “Environmental Claim Date”). To be effective, notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) to the extent in Buyer’s possession, documentation, including any physical measurements or, to the extent permitted by Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the asserted Environmental Defect(s), (iv) the Allocated Value of each Environmental Defect Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer 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 that Buyer believes is applicable to the alleged Environmental Defect 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 the 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 representation representations contained in Section 4.14 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(j9.3(f), Buyer shall be deemed to have waived, and Seller shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Claim Date. Seller shall have the right, but not the obligation, to cure any asserted Environmental Defect on or before Closing.

Environmental Defect Notices. 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, Seller’s Representatives on or before 5:00 p.m. (Prevailing Central Time) on April 22August 29, 2011 2016 (the “Environmental Claim Date”). To be effective, notice ) of an such Environmental Defect (an “Environmental Defect Notice”) ). An Environmental Defect Notice shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller Seller’s Representatives under Section 10.112.1, lab analyses or photographs, sufficient for Seller Seller’s Representatives to verify the existence of the asserted Environmental 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 Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based; provided, and however, that an alleged failure to comply with subsections (vii) the specific Environmental Law that is applicable to the 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 violation of such alleged Environmental Law, if anyDefect. 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. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s Sellers’ 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)9.14, Buyer shall be deemed to have waived, and Seller Sellers shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller Seller’s Representatives on or before the Environmental Claim Date. Seller Sellers shall have the right, but not the obligation, to cure any asserted Environmental Defect to Buyer’s reasonable satisfaction on or before Closing.

Environmental Defect Notices. If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines it believes constitutes an Environmental Defect, Buyer shall promptly notify Seller within 3 Business Days of such discovery and, in any event, on or before 5:00 p.m. (Central Time) on April 22by March 29, 2011 2013 (the “Environmental Claim Date”). To be effective, notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted alleged Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the asserted Environmental Defect(s), (iv) the Allocated Value of each Environmental Defect Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based, and (viiv) the specific Environmental Law (and date promulgated) that is applicable to has been violated by the asserted Environmental Defect and the violation of such Environmental Law, if anyDefect. 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. 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)4.13, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Claim Date. Seller shall have the right, but not the obligation, to cure any asserted Environmental Defect on or before Closing.

Environmental Defect Notices. If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines it believes constitutes an Environmental Defect, Buyer shall promptly notify Seller within 3 5 Business Days of such discovery andand shall notify Seller, in any event, on or before 5:00 p.m. (Central TimeEastern time) on April 22June 5, 2011 2014 (the “Environmental Claim Date”). To be effective, notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted alleged Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when reasonably available), (ii) the RTP Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller under Section 10.1, lab analyses or photographs, sufficient for Seller to verify the existence of the asserted Environmental Defect(s), (iv) the Allocated Value of each Environmental Defect Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer 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 is applicable has been alleged to be violated by the asserted Environmental Defect and the violation of such Environmental Law, if anyDefect. 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. 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)4.13, Buyer shall be deemed to have waived, and Seller shall have no liability Liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller on or before the Environmental Claim Date. Seller shall have the right, but not the obligation, to cure any asserted Environmental Defect on or before Closing.

Environmental Defect Notices. If Buyer discovers any Environmental Condition which, in its reasonable opinion, Buyer determines it believes constitutes an Environmental DefectDefect and that Buyer intends to assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered pursuant hereto, Buyer shall promptly notify Seller within 3 Business Days of such discovery and, in any event, on or before 5:00 p.m. Houston time on the date that is fourteen (Central Time14) on April 22, 2011 days after the date hereof (the “Environmental Claim Date”). To be effective, each notice of an Environmental Defect, including any Environmental Defect 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 Environmental Condition constituting the asserted alleged Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) Xxxxx set forth on Exhibit A-1 and/or the Well Locations set forth on Exhibit A-2, as applicable, affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller under Section 10.1measurements, lab analyses or photographs, sufficient for Seller to verify the existence of the asserted Environmental Defect(s), (iv) the Allocated Value of each Environmental Defect Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based, based and (vi) the specific Environmental Law (and date promulgated) that is applicable to has been violated by the asserted Environmental Defect and the violation of such Environmental Law, if anyDefect. 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. 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)Agreement, Buyer shall be deemed to have waived, and Seller shall have no liability for, any Environmental Defect (A) which Buyer has knowledge of but fails to assert as an Environmental Defect by a pursuant to an Environmental Defect Notice received by Seller on or before the Environmental Claim Date, (B) which Buyer asserts as an Environmental Defect pursuant to 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 the obligation, to cure any asserted Environmental Defect on or before Closingthe date that the Preliminary Settlement Statement is delivered pursuant to Section 3.4.

Environmental Defect Notices. If Buyer discovers any On or before the Environmental Condition which, in its reasonable opinionDefect Claim Date, Buyer determines constitutes an 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 DefectDefect Claim Date, Buyer shall promptly notify Seller within 3 Business Days of such discovery andcollectively, in any event, on or before 5:00 p.m. (Central Time) on April 22, 2011 (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 Environmental Condition matter constituting the asserted alleged Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available)Defect, (ii) the Asset(s) a description of each Asset (or portions portion thereof) that is affected by the asserted alleged Environmental Defect (each, an “Environmental Defect Property”)Defect, (iii) documentation, including any physical measurements or, to Buyer’s reasonable assertion of the extent permitted Allocated Value of the portion of the Assets affected by Seller under Section 10.1, lab analyses or photographs, sufficient the alleged Environmental Defect and (iv) supporting documents reasonably necessary for Seller to verify the existence of the asserted alleged Environmental Defect(s), (iv) the Allocated Value of each Defect. Each Environmental Defect Property, (v) Notice may include a calculation of 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 that is applicable to the Environmental Defect and the violation of such Environmental Law, if anyDefect. 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 LawsLaws and all assumptions used to calculate the Lowest Cost Response. For Notwithstanding anything to the contrary in this Article IX, the aggregate Remediation Amounts attributable to the effects of all purposes of Environmental Defects under this Agreement but subject Article IX upon any Asset that is affected by the alleged Environmental Defect shall not exceed the Allocated Value attributable 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 such Asset. To give Seller pursuant an opportunity to Section 9.3(j)commence reviewing and curing Environmental Defects, Buyer shall be deemed agrees to have waiveduse all commercially reasonable efforts to give Seller, and Seller shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a Environmental Defect Notice received by Seller on or before the end of each calendar week prior to the Environmental Defect Claim Date. Seller , written notice (which shall have the right, but not the obligation, to cure any asserted constitute an Environmental Defect on or before ClosingNotice) 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. 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, Seller’s Representative on or before 5:00 p.m. (Prevailing Central Time) on April 22September 25, 2011 2017 (the “Environmental Claim Date”). To be effective, notice ) of an such Environmental Defect (an “Environmental Defect Notice”) ). An Environmental Defect Notice shall be in writing and shall include (i) a description of the Environmental Condition constituting the asserted Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available), (ii) the Asset(s) (or portions thereof) affected by the asserted Environmental Defect (each, an “Environmental Defect Property”), (iii) documentation, including any physical measurements or, to the extent permitted by Seller Seller’s Representative under Section 10.112.1, lab analyses or photographs, sufficient for Seller Seller’s Representative to verify the existence of the asserted Environmental 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 Property, (v) the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such Environmental Defect and the computations and information upon which Buyer’s belief is based; provided, and however, that an alleged failure to comply with subsections (vii) the specific Environmental Law that is applicable to the 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 violation of such alleged Environmental Law, if anyDefect. 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. For all purposes of this Agreement but subject to Buyer’s remedy for a breach of Seller’s Sellers’ 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)9.14, Buyer shall be deemed to have waived, and Seller Sellers shall have no liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a an Environmental Defect Notice received by Seller Seller’s Representative on or before the Environmental Claim Date. Seller Sellers shall have the right, but not the obligation, to cure any asserted Environmental Defect to Buyer’s reasonable satisfaction on or before Closing.

Environmental Defect Notices. 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 On or before 5:00 p.m. the Environmental Defect Claim Date, Xxxxx must deliver claim notices to Seller meeting the requirements of this Section 9.2(a) (Central Time) on April 22as such notices may be amended or supplemented until the Environmental Defect Claim Date, 2011 (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 Xxxxx’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 Environmental Condition matter constituting the asserted alleged Environmental Defect(s), including the GPS coordinates of such Environmental Condition (when available)Defect, (ii) the Asset(s) a description of each Asset (or portions portion thereof) that is affected by the asserted alleged Environmental Defect (each, an “Environmental Defect Property”)Defect, (iii) documentation, including any physical measurements or, to Buyer’s reasonable assertion of the extent permitted Allocated Value of the portion of the Assets affected by Seller under Section 10.1, lab analyses or photographs, sufficient the alleged Environmental Defect and (iv) supporting documents reasonably necessary for Seller to verify the existence of the asserted alleged Environmental Defect(s), (iv) the Allocated Value of each Defect. Each Environmental Defect Property, (v) Notice may include a calculation of 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 that is applicable to the Environmental Defect and the violation of such Environmental Law, if anyDefect. 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 LawsLaws and all assumptions used to calculate the Lowest Cost Response. For Notwithstanding anything to the contrary in this Article IX, the aggregate Remediation Amounts attributable to the effects of all purposes of Environmental Defects under this Agreement but subject to Buyer’s remedy for a breach of Seller’s representation contained in Section 4.14 or Article IX upon any Asset that is affected by 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 Seller shall have no liability for, any alleged Environmental Defect which Buyer fails shall not exceed the Allocated Value attributable to assert as such Asset. To give Seller an opportunity to commence reviewing and curing Environmental Defect by a Environmental Defect Notice received by Seller Defects, 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. Seller , written notice (which shall have the right, but not the obligation, to cure any asserted constitute an Environmental Defect on or before ClosingNotice) 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 Xxxxx’s right to assert such Environmental Defect in accordance with the terms hereunder.