Common use of Environmental Defects Notice Clause in Contracts

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on the date that is twenty (20) Business Days after the Execution Date (the “Environmental Claim Date”) claim notices to Seller meeting the requirements of this Section 14.1(a) (collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s good faith opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 14.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, 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 properly delivered Environmental Defect Notice received by Seller on or before the Environmental 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 (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties (or portions thereof) affected by such alleged Environmental Defect, (iii) supporting documents reasonably necessary for Seller to verify the existence of such alleged Environmental Defect, and (iv) 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. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the 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. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees to give Xxxxxx, on or before the end of each calendar week prior to the Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate7.1(c) below, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM Energy on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents reasonably necessary for Seller SM Energy to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. XxxxxBuyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Buyer agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy materially meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM Energy on or before the Environmental 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 include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents in the possession of Buyer reasonably necessary for Seller SM Energy to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. XxxxxBuyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Buyer agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice report of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar week, which notice ​ ​ reports may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations that the failure to provide such reports shall not constitute 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. Buyer must deliver no later than 5:00 On or before 4:00 p.m. (Denver, Colorado timeMountain Time) on the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Mitsui shall deliver notices to Seller SM meeting the requirements of this Section 14.1(a5.1 (a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters which, in BuyerXxxxxx’s good faith reasonable opinion, constitute Environmental Defects and which Buyer Mitsui intends to assert as Environmental Defects pursuant to this Section 14.15.1. For all purposes of this Agreement, Agreement but subject to XxxxxXxxxxx’s remedy for a rights with respect to any breach of Seller’s representation contained in Section 6.13 1.15 and the corresponding representation in the Seller’s Certificateunder Section 10.2 (d), Buyer Mitsui shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which Buyer Mitsui fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 5.1(a) and received by Seller SM 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 Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties each Conveyed Interest (or portions portion thereof) affected by such the alleged Environmental DefectDefect (the “Environmental Defect Property”), (iii) supporting documents available to Mitsui reasonably necessary for Seller SM to verify the existence of such alleged Environmental Defect, and (iv) 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. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged Environmental Defect and identify all assumptions used by (including any available information regarding a potential violation of Environmental Law), (iv) the Buyer in calculating amount Mitsui reasonably believes is the Remediation AmountAmount with respect to such Environmental Defect, including (v) the standards computations upon which Xxxxxx’s belief is based, and (vi) the recommendation of Xxxxxx’s environmental consultants as to the type of proposed Remediation with respect to such Environmental Defect. Mitsui may provide a single Environmental Defect Notice that Buyer asserts must be met covers multiple Environmental Defects and multiple Conveyed Interests so long as the notice includes the information listed in parts (i)-(vi) of the preceding sentence with respect to comply each Environmental Defect and otherwise complies with Environmental Lawsthis Section 5.1(a). To give Seller SM an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Xxxxxx agrees to use reasonable efforts to give XxxxxxSM, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Xxxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the Defect Claim Date. Buyer may not assert as , provided that failure to provide preliminary notice of an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an prejudice Xxxxxx’s right to assert such Environmental DefectDefect hereunder.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denvershall deliver, Colorado time) on at or prior to the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) , claim notices to Seller the Agent meeting the requirements of this Section 14.1(a12.1(a) (collectively collectively, the “Environmental Defect Notices” and individually and, individually, an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 14.112.1. For all purposes of this AgreementAgreement except in connection with the Xxxxxxx Closing, but and subject to XxxxxBuyer’s remedy for a breach of Seller’s representation Sellers’ representations contained in Section 6.13 and the corresponding representation in the Seller’s Certificate4.14, 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 properly delivered Environmental Defect Notice received by Seller the Agent 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 Condition (including the applicable Environmental Law violated or implicated thereby) and the Properties Assets affected by such alleged Environmental DefectCondition, (ii) the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, the Properties Assets (or portions thereof) affected by such alleged Environmental DefectCondition, (iii) if available, supporting documents reasonably necessary for Seller the Agent to verify the existence of such alleged Environmental DefectCondition, and (iv) Buyer’s good faith a 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. Xxxxx’s calculation Sellers shall have the right, but not the obligation, to remediate, to the satisfaction of the Remediation Amount included in the Buyer, any asserted Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the 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. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees to give Xxxxxx, on or before the end of each calendar week Closing. If Sellers elect to remediate any Environmental condition prior to Closing, Sellers shall use reasonable efforts to implement such Remediation in a manner which is consistent with the Environmental Claim Date, written notice requirements of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) in a timely fashion for the existence as type of the Effective Date with respect Remediation that Sellers elects to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defectundertake.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy meeting the requirements of this Section 14.1(a‎7.1 (a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.1‎7.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section ‎7.1(a) and received by Seller SM Energy on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged 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 (to the Properties (or portions thereof) affected by such alleged Environmental Defectextent applicable), (iiiiv) supporting documents reasonably necessary for Seller SM Energy to verify identify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. Xxxxx’s calculation of SM Energy shall have the Remediation Amount included in right, but not the obligation, to cure any claimed Environmental Defect Notice must describe in to Buyer’s reasonable detail the Remediation proposed for the 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 Lawssatisfaction on or before Closing. To give Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Buyer agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar two-week period prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar weektwo-week period, which notice ​ ​ (in any format) may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. ; provided, that the failure of Buyer may to provide such preliminary notice of any Environmental Defects shall not be deemed to waive or otherwise prejudice Buyer’s right to assert as an Environmental Defect any environmental condition disclosed in on or before the schedules to this AgreementDefect Claim Date. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall deliver notices to Seller Sellers meeting the requirements of this Section 14.1(a7.1 (a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller Sellers 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 Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents reasonably necessary for Seller Sellers to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. XxxxxBuyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged 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. To give Seller an opportunity Sellers shall have the right, but not the obligation, to commence reviewing and curing cure any claimed Environmental Defects, Xxxxx agrees to give Xxxxxx, Defect on or before the end of each calendar week prior to the Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this AgreementClosing. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no Purchaser shall make reasonable efforts to notify Seller in writing of any alleged Environmental Defects identified during Purchaser’s review and due diligence of the Purchased Assets that Purchaser may be unwilling to waive as soon as such Environmental Defects are identified. Not later than 5:00 p.m. seven (Denver7) days prior to the Closing Date as set forth in Section 11.1 below, Colorado time) on or such other date for Closing as may be established by mutual agreement of the date that is twenty (20) Business Days after the Execution Date Parties (the “Environmental Claim Date”) claim ), Purchaser has the right, but not the obligation, to deliver notices to Seller meeting the requirements of pursuant to this Section 14.1(a9.4(b) setting forth any matters that Purchaser asserts as Environmental Defects (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s good faith opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 14.1). For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, 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 properly delivered Environmental Defect Notice received by Seller on or before the Environmental Claim Date. To be effective, each Each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect, including the applicable Environmental Law(s) believed to be violated or otherwise at issue, (ii) each Purchased Asset (or portion thereof) affected by the alleged Environmental Defect (including the applicable “Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental DefectDefect Property”), (iiiii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents or information reasonably necessary for Seller to verify the existence of such the alleged Environmental Defect, and including a copy of any Phase I Environmental Site Assessment Report or other environmental report discussing the alleged Environmental Defect prepared or commissioned by Purchaser, (ivv) Buyer’s good faith calculation a reasonable estimate of the Remediation Amount (defined in Section 14.1(a)(ii)) (itemized in reasonable detail) that Buyer Purchaser asserts is attributable to such alleged Environmental Defect. Xxxxx’s calculation , and (vi) a description of the Remediation Amount included in procedures recommended to correct or Remediate the Environmental Defect Notice must describe in reasonable detail Defect. Seller shall have the Remediation proposed for right, but not the alleged obligation, to Remediate any claimed 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. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees to give Xxxxxx, on or before the end of each calendar week prior to the Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this AgreementClosing. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado timeCentral Time) on the date that is twenty (20) Business Days after the Execution Date November 10, 2021 (the “Environmental Claim Date”) claim notices to Seller meeting the requirements of this Section 14.1(a12.01(a) (each an “Environmental Defect Notice” and collectively the “Environmental Defect Notices” and individually an “Environmental Defect Notice”) setting forth any matters which, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 14.112.01. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 Agreement and the corresponding representation in the Seller’s Certificate, Buyer shall will be deemed to have waived, and Seller shall will have no liability Liability for, any Environmental Defect which Buyer fails to assert as an Environmental Defect by a properly delivered Environmental Defect Notice received by Seller on or before the Environmental Claim Date. To be effective, each Environmental Defect Notice shall must be in writing and shall include must include: (i) a description of the matter constituting the alleged Environmental Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties Assets affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties Assets (or portions thereof) affected by such alleged Environmental Defect, (iii) supporting documents reasonably necessary for Seller to verify the existence of such alleged Environmental Defect, and (iv) 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 DefectDefect (the “Alleged Remediation Amount”). XxxxxNotwithstanding 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 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. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees Buyer shall use reasonable efforts, but shall not have the obligation, to give XxxxxxSeller, on or before the end of each calendar week prior to the Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to XxxxxBuyer’s remedy for a breach of SellerSM Energy’s representation representations and warranties contained in Section 6.13 3.3, Section 3.6, Section 3.12, Section 3.18 and Section 3.20 and the corresponding representation representations and warranties in the Seller’s SM Energy Certificate, or the Retained Obligations, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM Energy on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter constituting the alleged Environmental Defect (including including, if applicable, the applicable Environmental Law violated or implicated thereby) and the Properties affected by giving rise to, such alleged 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 the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents in Buyer’s possession reasonably necessary for Seller to verify determine the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith to the extent reasonably practicable, a 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. XxxxxTo 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 alleged 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing at its sole cost and expense. To give Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Buyer agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may ; 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 as an Environmental Defects at any time prior to the Defect Claim Date or limit Buyer’s right to exercise any environmental condition disclosed remedies in the schedules to respect thereof under this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall deliver notices to Seller Sellers meeting the requirements of this Section 14.1(a4.4(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert as Environmental Defects pursuant to this Section 14.14.4. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 4.4(a) and received by Seller Sellers 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 Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents reasonably necessary for Seller Sellers to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. XxxxxBuyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged 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. To give Seller an opportunity Sellers shall have the right, but not the obligation, to commence reviewing and curing cure any claimed Environmental Defects, Xxxxx agrees to give Xxxxxx, Defect on or before the end of each calendar week prior to the Environmental Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this AgreementClosing. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM Energy on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents reasonably necessary for Seller SM Energy to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. XxxxxBuyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged 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. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Buyer agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyer during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”, Buyers (jointly and not individually) claim shall have the right, but not the obligation, to deliver notices to Seller SM meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith opinionBuyers’ reasonable opinions, constitute Environmental Defects and which Buyer intends that Buyers intend to assert as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy Buyers’ rights under Section 13.2(a) for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate3.13 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, and Seller shall have no liability for, waived any Environmental Defect which Buyer fails that Buyers fail to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM 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 Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties each Asset (or portions portion thereof) affected by such the alleged Environmental DefectDefect (the “Environmental Defect Property”), (iii) supporting documents available to Buyers reasonably necessary for Seller SM to verify the existence of such the alleged Environmental Defect, and (iv) Buyer’s good faith calculation of the amount Buyers reasonably believe is the Remediation Amount (defined in Section 14.1(a)(ii)) (itemized in reasonable detail) that Buyer asserts is attributable with respect to such alleged Environmental Defect. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged Environmental Defect and identify all assumptions used by (v) the Buyer in calculating computations upon which Buyers’ beliefs are based. SM shall have the Remediation Amountright, including but not the standards that Buyer asserts must be met obligation, to comply with cure any claimed Environmental LawsDefect on or before Closing. To give Seller SM an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees Xxxxxx agree to use reasonable efforts to give XxxxxxSM, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Xxxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as , provided that failure to provide preliminary notice of an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an prejudice Buyers’ rights to assert such Environmental DefectDefect hereunder.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Buyer shall have the right, but not the obligation, to deliver notices to Seller SM Energy meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith reasonable opinion, constitute Environmental Defects and which that Buyer intends to assert asserts as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate7.1(c) below, Buyer shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which that Buyer fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM Energy on or before the Environmental Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include include: (i) a description of the matter Environmental Condition constituting the alleged Environmental Defect (Defect, including the applicable Environmental Law Law(s) violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of the Properties (or portions thereof) affected by such alleged each Environmental DefectDefect Property, (iiiiv) supporting documents reasonably necessary for Seller SM Energy to verify the existence of such the alleged Environmental Defect, and (ivv) Buyer’s good faith a 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. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by the 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 Seller SM Energy an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees to use reasonable efforts to give XxxxxxSM Energy, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an Environmental Defect.

Environmental Defects Notice. Buyer must deliver no later than 5:00 On or before 4:00 p.m. (Denver, Colorado timeMountain Time) on the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”) claim , Mitsui shall deliver notices to Seller SM meeting the requirements of this Section 14.1(a5.1 (a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters which, in BuyerMitsui’s good faith reasonable opinion, constitute Environmental Defects and which Buyer Mitsui intends to assert as Environmental Defects pursuant to this Section 14.15.1. For all purposes of this Agreement, Agreement but subject to XxxxxMitsui’s remedy for a rights with respect to any breach of Seller’s representation contained in Section 6.13 1.15 and the corresponding representation in the Seller’s Certificateunder Section 10.2(d), Buyer Mitsui shall be deemed to have waived, and Seller shall have no liability for, waived any Environmental Defect which Buyer Mitsui fails to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 5.1(a) and received by Seller SM 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 Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties each Conveyed Interest (or portions portion thereof) affected by such the alleged Environmental DefectDefect (the “Environmental Defect Property”), (iii) supporting documents available to Mitsui reasonably necessary for Seller SM to verify the existence of such alleged Environmental Defect, and (iv) 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. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged Environmental Defect and identify all assumptions used by (including any available information regarding a potential violation of Environmental Law), (iv) the Buyer in calculating amount Mitsui reasonably believes is the Remediation AmountAmount with respect to such Environmental Defect, including (v) the standards computations upon which Mitsui’s belief is based, and (vi) the recommendation of Mitsui’s environmental consultants as to the type of proposed Remediation with respect to such Environmental Defect. Mitsui may provide a single Environmental Defect Notice that Buyer asserts must be met covers multiple Environmental Defects and multiple Conveyed Interests so long as the notice includes the information listed in parts (i)-(vi) of the preceding sentence with respect to comply each Environmental Defect and otherwise complies with Environmental Lawsthis Section 5.1(a). To give Seller SM an opportunity to commence reviewing and curing Environmental Defects, Xxxxx Mitsui agrees to use reasonable efforts to give XxxxxxSM, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Mitsui during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the Defect Claim Date. Buyer may not assert as , provided that failure to provide preliminary notice of an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an prejudice Mitsui’s right to assert such Environmental DefectDefect hereunder.

Environmental Defects Notice. Buyer must deliver no later than 5:00 p.m. (Denver, Colorado time) on On or before the date that is twenty (20) Business Days after the Execution Date (the “Environmental Defect Claim Date”, Buyers (jointly and not individually) claim shall have the right, but not the obligation, to deliver notices to Seller SM meeting the requirements of this Section 14.1(a7.1(a) (collectively the “Environmental Defect Notices” and individually each, an “Environmental Defect Notice”) setting forth any matters whichthat, in Buyer’s good faith opinionBuyers’ reasonable opinions, constitute Environmental Defects and which Buyer intends that Buyers intend to assert as Environmental Defects pursuant to this Section 14.17.1. For all purposes of this Agreement, but subject to Xxxxx’s remedy Buyers’ rights under Section 13.2(a) for a breach of Seller’s representation contained in Section 6.13 and the corresponding representation in the Seller’s Certificate3.13 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, and Seller shall have no liability for, waived any Environmental Defect which Buyer fails that Buyers fail to properly assert as an Environmental Defect by a properly delivered pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by Seller SM 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 Defect (including the applicable Environmental Law violated or implicated thereby) and the Properties affected by such alleged Environmental Defect, (ii) the Allocated Value of the Properties each Asset (or portions portion thereof) affected by such the alleged Environmental DefectDefect (the “Environmental Defect Property”), (iii) supporting documents available to Buyers reasonably necessary for Seller SM to verify the existence of such the alleged Environmental Defect, and (iv) Buyer’s good faith calculation of the amount Buyers reasonably believe is the Remediation Amount (defined in Section 14.1(a)(ii)) (itemized in reasonable detail) that Buyer asserts is attributable with respect to such alleged Environmental Defect. Xxxxx’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the alleged Environmental Defect and identify all assumptions used by (v) the Buyer in calculating computations upon which Buyers’ beliefs are based. SM shall have the Remediation Amountright, including but not the standards that Buyer asserts must be met obligation, to comply with cure any claimed Environmental LawsDefect on or before Closing. To give Seller SM an opportunity to commence reviewing and curing Environmental Defects, Xxxxx agrees Buyers agree to use reasonable efforts to give XxxxxxSM, on or before the end of each calendar week prior to the Environmental Defect Claim Date, written notice of all alleged Environmental Defects discovered by Xxxxx Buyers during the preceding calendar week, which notice ​ ​ may be preliminary in nature and supplemented prior to the Environmental expiration of the applicable Defect Claim Date. Buyer may not assert as , provided that failure to provide preliminary notice of an Environmental Defect any environmental condition disclosed in the schedules to this Agreement. (i) For purposes of this Agreement, the term “Environmental Defect” shall mean (a) a condition existing on the Effective Date with respect to the air, soil, subsurface, surface waters, ground waters and sediments that causes a Property (or Seller with respect to a Property) not to be in compliance with all Environmental Laws or (b) the existence as of the Effective Date with respect to the Properties or the operation thereof of any environmental pollution, contamination or degradation where remedial or corrective action is presently required (or if known, would be presently required) under Environmental Laws; provided, however, that, any plugging and abandonment obligations shall not constitute an prejudice Buyers’ rights to assert such Environmental DefectDefect hereunder.