Common use of Environmental Defects Notice Clause in Contracts

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.

Environmental Defects Notice. On or before Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on the Defect date that is twenty (20) Business Days after the Execution Date (the “Environmental Claim Date, Buyer shall have the right, but not the obligation, to deliver ”) claim notices to SM Energy Seller meeting the requirements of this Section 7.1(a14.1(a) (each, collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) setting forth any matters thatwhich, in Buyer’s reasonable good faith opinion, constitute Environmental Defects and that which Buyer asserts intends to assert as Environmental Defects pursuant to this Section 7.114.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 7.1(c) below6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived waived, and Seller shall have no liability for, any Environmental Defect that which Buyer fails to properly assert as an Environmental Defect pursuant to an by a properly delivered Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy Seller on or before the Defect Environmental Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition matter constituting the alleged Environmental Defect, Defect (including the applicable Environmental Law(sLaw violated or implicated thereby) violated and the Properties affected by such alleged Environmental Defect, (ii) each Asset the Allocated Value of the Properties (or portion portions thereof) affected by the such alleged Environmental Defect (the “Environmental Defect Property”)Defect, (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy Seller to verify the existence of the such alleged Environmental Defect, and (viv) a Buyer’s good faith calculation of the Remediation Amount (defined in Section 14.1(a)(ii)) (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. BuyerXxxxx’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 alleged 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer Xxxxx agrees to use reasonable efforts to give SM EnergyXxxxxx, on or before the end of each calendar week prior to the Defect Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy materially meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date, except for claims relating to a breach of Section 3.12, or claims pursuant to Section 8.1 (solely as to matters occurring between the Execution Date and the Closing Date), Section 13.2(d), and/or Section 13.2(g). To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents in the possession of Buyer reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice report of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice reports may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided, however, that the failure to provide such reports shall not waive Buyer’s rights to provide an Environmental Defect Notice prior to the Defect Claim Date for any Environmental Defect, unless Buyer’s failure materially prejudices SM Energy’s ability to cure an Environmental Defect prior to Closing.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer Buyers (jointly and not individually) shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s Buyers’ reasonable opinionopinions, constitute Environmental Defects and that Buyer asserts Buyers intend to assert as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Buyers’ rights under Section 7.1(c13.2(a) belowfor a breach of Section 3.13 by SM, Buyer Buyers’ rights under Section 13.2(b) for a breach of Section 8.1(a) or 8.1(b), or Buyers’ rights under Section 13.2(d), Buyers shall be deemed to have waived any Environmental Defect that Buyer fails Buyers fail to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents available to Buyers reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, (iv) the amount Buyers reasonably believe is the Remediation Amount with respect to such Environmental Defect and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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 Lawscomputations upon which Buyers’ beliefs are based. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees Buyers agree to use reasonable efforts to give SM EnergySM, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Buyers during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Buyers’ rights to assert such Environmental Defect hereunder.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a‎7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1‎7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a‎7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect PropertyProperty (to the extent applicable), (iv) supporting documents reasonably necessary for SM Energy to verify identify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect to Buyer’s reasonable satisfaction on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar two-week period prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar weektwo-week period, which notice (in any format) may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date; provided, that the failure of Buyer to provide such preliminary notice of any Environmental Defects shall not be deemed to waive or otherwise prejudice Buyer’s right to assert an Environmental Defect on or before the Defect Claim Date.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer Buyers (jointly and not individually) shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s Buyers’ reasonable opinionopinions, constitute Environmental Defects and that Buyer asserts Buyers intend to assert as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Buyers’ rights under Section 7.1(c13.2(a) belowfor a breach of Section 3.13 by SM, Buyer Buyers’ rights under Section 13.2(b) for a breach of Section 8.1(a) or 8.1(b), or Buyers’ rights under Section 13.2(d), Buyers shall be deemed to have waived any Environmental Defect that Buyer fails Buyers fail to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents available to Buyers reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, (iv) the amount Buyers reasonably believe is the Remediation Amount with respect to such Environmental Defect and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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 Lawscomputations upon which Buyers’ beliefs are based. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees Xxxxxx agree to use reasonable efforts to give SM EnergySM, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Xxxxxx during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Buyers’ rights to assert such Environmental Defect hereunder.

Environmental Defects Notice. On Buyer shall deliver, at or before prior to the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver claim notices to SM Energy the Agent meeting the requirements of this Section 7.1(a12.1(a) (eachcollectively, the “Environmental Defect Notices” and, individually, an “Environmental Defect Notice”) setting forth any matters thatwhich, in Buyer’s reasonable opinion, constitute Environmental Defects and that which Buyer asserts intends to assert as Environmental Defects pursuant to this Section 7.112.1. For all purposes of this AgreementAgreement except in connection with the Xxxxxxx Closing, but and subject to Buyer’s remedy for a breach of Sellers’ representations contained in Section 7.1(c) below4.14, Buyer shall be deemed to have waived waived, and Sellers shall have no liability for, any Environmental Defect that which Buyer fails to properly assert as an Environmental Defect pursuant to an by a properly delivered Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy the Agent on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition matter constituting the alleged Environmental Defect, Condition (including the applicable Environmental Law(sLaw violated or implicated thereby) violated and the Assets affected by such alleged Environmental DefectCondition, (ii) each Asset the Allocated Value of, and Well Reimbursement Costs, if any, attributable to, the Assets (or portion portions thereof) affected by the such alleged Environmental Defect (the “Environmental Defect Property”)Condition, (iii) the Allocated Value of each Environmental Defect Propertyif available, (iv) supporting documents reasonably necessary for SM Energy the Agent to verify the existence of the such alleged Environmental DefectCondition, and (viv) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy Sellers shall have the right, but not the obligation, to cure remediate, to the satisfaction of Buyer, any claimed asserted Environmental Defect on or before Closing. To give SM Energy an opportunity If Sellers elect to commence reviewing and curing remediate any Environmental Defectscondition prior to Closing, Buyer agrees to Sellers shall use reasonable efforts to give SM Energy, on or before implement such Remediation in a manner which is consistent with the end requirements of each calendar week prior Environmental Laws in a timely fashion for the type of Remediation that Sellers elects to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Dateundertake.

Environmental Defects Notice. On or before 4:00 p.m. (Mountain Time) on the Defect Claim Date, Buyer Mitsui shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a5.1(a) (each, an “Environmental Defect Notice”) setting forth any matters thatwhich, in BuyerXxxxxx’s reasonable opinion, constitute Environmental Defects and that Buyer asserts which Mitsui intends to assert as Environmental Defects pursuant to this Section 7.15.1. For all purposes of this Agreement, Agreement but subject to Xxxxxx’s rights with respect to any breach of Section 7.1(c) below1.15 and under Section 10.2 (d), Buyer Mitsui shall be deemed to have waived any Environmental Defect that Buyer which Mitsui fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a5.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset Conveyed Interest (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents available to Mitsui reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect (including any available information regarding a potential violation of Environmental Law), (iv) the amount Mitsui reasonably believes is the Remediation Amount with respect to such Environmental Defect, (v) the computations upon which Xxxxxx’s belief is based, and (vvi) a calculation the recommendation of Xxxxxx’s environmental consultants as to the type of proposed Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable with respect to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Mitsui may provide a single Environmental Defect Notice must describe that covers multiple Environmental Defects and multiple Conveyed Interests so long as the notice includes the information listed in reasonable detail parts (i)-(vi) of the Remediation proposed for the Environmental Condition that gives rise preceding sentence with respect to the asserted each 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 otherwise complies with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closingthis Section 5.1(a). To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer Xxxxxx agrees to use reasonable efforts to give SM EnergySM, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Xxxxxx during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Xxxxxx’s right to assert such Environmental Defect hereunder.

Environmental Defects Notice. On or before 4:00 p.m. (Mountain Time) on the Defect Claim Date, Buyer Mitsui shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a5.1(a) (each, an “Environmental Defect Notice”) setting forth any matters thatwhich, in BuyerMitsui’s reasonable opinion, constitute Environmental Defects and that Buyer asserts which Mitsui intends to assert as Environmental Defects pursuant to this Section 7.15.1. For all purposes of this Agreement, Agreement but subject to Mitsui’s rights with respect to any breach of Section 7.1(c) below1.15 and under Section 10.2 (d), Buyer Mitsui shall be deemed to have waived any Environmental Defect that Buyer which Mitsui fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a5.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset Conveyed Interest (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents available to Mitsui reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect (including any available information regarding a potential violation of Environmental Law), (iv) the amount Mitsui reasonably believes is the Remediation Amount with respect to such Environmental Defect, (v) the computations upon which Mitsui’s belief is based, and (vvi) a calculation the recommendation of Mitsui’s environmental consultants as to the type of proposed Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable with respect to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Mitsui may provide a single Environmental Defect Notice must describe that covers multiple Environmental Defects and multiple Conveyed Interests so long as the notice includes the information listed in reasonable detail parts (i)-(vi) of the Remediation proposed for the Environmental Condition that gives rise preceding sentence with respect to the asserted each 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 otherwise complies with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closingthis Section 5.1(a). To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer Mitsui agrees to use reasonable efforts to give SM EnergySM, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Mitsui during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Mitsui’s right to assert such Environmental Defect hereunder.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy Sellers meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts intends to assert as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy Sellers on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy Sellers to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy Sellers shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.

Environmental Defects Notice. On or before 4:00 p.m. (Mountain Time) on the Defect Claim Date, Buyer Mitsui shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a5.1(a) (each, an “Environmental Defect Notice”) setting forth any matters thatwhich, in BuyerMitsui’s reasonable opinion, constitute Environmental Defects and that Buyer asserts which Mitsui intends to assert as Environmental Defects pursuant to this Section 7.15.1. For all purposes of this Agreement, Agreement but subject to Mitsui’s rights with respect to any breach of Section 7.1(c) below1.15 and under Section 10.2(d), Buyer Mitsui shall be deemed to have waived any Environmental Defect that Buyer which Mitsui fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a5.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset Conveyed Interest (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents available to Mitsui reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect (including any available information regarding a potential violation of Environmental Law), (iv) the amount Mitsui reasonably believes is the Remediation Amount with respect to such Environmental Defect, (v) the computations upon which Mitsui’s belief is based, and (vvi) a calculation the recommendation of Mitsui’s environmental consultants as to the type of proposed Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable with respect to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Mitsui may provide a single Environmental Defect Notice must describe that covers multiple Environmental Defects and multiple Conveyed Interests so long as the notice includes the information listed in reasonable detail parts (i)-(vi) of the Remediation proposed for the Environmental Condition that gives rise preceding sentence with respect to the asserted each 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 otherwise complies with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closingthis Section 5.1(a). To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer Mitsui agrees to use reasonable efforts to give SM EnergySM, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Mitsui during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date, provided that failure to provide preliminary notice of an Environmental Defect shall not prejudice Mitsui’s right to assert such Environmental Defect hereunder.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy Sellers meeting the requirements of this Section 7.1(a4.4(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts intends to assert as Environmental Defects pursuant to this Section 7.14.4. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a4.4(a) and received by SM Energy Sellers on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: include (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy Sellers to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy Sellers shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.

Environmental Defects Notice. On or before Buyer must deliver no later than 5:00 p.m. (Central Time) on November 10, 2021 (the Defect “Environmental Claim Date, Buyer shall have the right, but not the obligation, to deliver ”) claim notices to SM Energy Seller meeting the requirements of this Section 7.1(a12.01(a) (each, each an “Environmental Defect Notice” and collectively the “Environmental Defect Notices”) setting forth any matters thatwhich, in Buyer’s reasonable opinion, constitute Environmental Defects and that which Buyer asserts intends to assert as Environmental Defects pursuant to this Section 7.112.01. For all purposes of this Agreement, but subject to Section 7.1(c) belowAgreement and the corresponding representation in the Seller’s Certificate, Buyer shall will be deemed to have waived waived, and Seller will have no Liability for, any Environmental Defect that which Buyer fails to properly assert as an Environmental Defect pursuant to an by a properly delivered Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy Seller on or before the Defect Environmental Claim Date. To be effective, each Environmental Defect Notice shall must be in writing and shall must include: (i) a description of the Environmental Condition matter constituting the alleged Environmental Defect, Defect (including the Environmental Law(sLaw violated or implicated thereby) violated and the Assets affected by such alleged Environmental Defect, (ii) each Asset the Allocated Value of the Assets (or portion portions thereof) affected by the such alleged Environmental Defect (the “Environmental Defect Property”)Defect, (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy Seller to verify the existence of the such alleged Environmental Defect, and (viv) a Buyer’s good faith calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental DefectDefect (the “Alleged Remediation Amount”). Notwithstanding anything contained in this Agreement to the contrary, any Environmental Defect asserted by Buyer pursuant to this Section 12.01(a) will be limited to the Assets only, and Buyer will not have the right to assert Environmental Defects with respect to any other assets, properties or operations. Buyer’s calculation of the Alleged 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 alleged Environmental Defect and identify all assumptions used by the Buyer in calculating the Alleged Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to shall use reasonable efforts efforts, but shall not have the obligation, to give SM EnergySeller, on or before the end of each calendar week prior to the Defect Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. BuyerXxxxx’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 Xxxxx in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer Xxxxx agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer Xxxxx during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Buyer’s remedy for a breach of SM Energy’s representations and warranties contained in Section 7.1(c) below3.3, Section 3.6, Section 3.12, Section 3.18 and Section 3.20 and the corresponding representations and warranties in the SM Energy Certificate, or the Retained Obligations, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the 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 alleged Environmental DefectDefect (including, including if applicable, the Environmental Law(s) Law violated by or giving rise to, such Environmental Defect), (ii) to the extent known by Buyer, each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents in Buyer’s possession reasonably necessary for SM Energy to verify determine the existence of the alleged Environmental Defect, and (v) to the extent reasonably practicable, a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. To the extent reasonably practicable, 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before ClosingClosing at its sole cost and expense. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date; provided, that the failure to provide any such preliminary notice shall not constitute a breach of this Agreement or otherwise affect Buyer’s right to assert Environmental Defects at any time prior to the Defect Claim Date or limit Buyer’s right to exercise any remedies in respect thereof under this Agreement.

Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.