Common use of Environmental Defects Clause in Contracts

Environmental Defects. If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

Environmental Defects. If Buyer (i) If, as a result of its investigation pursuant to Section 6.14(a), BreitBurn determines that with respect to the Asset Acquired Assets, there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, materials or NORM, and excluding any matter set forth on Schedule 6.104.13) (in each case, an “Environmental Defect”), then on or prior to the Defect Title Claim Date, Buyer BreitBurn may give Seller Quicksilver a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 6.14(b) (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contraryAgreement, Buyer BreitBurn shall be deemed to have waived any Environmental Defect that Buyer which BreitBurn fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller Quicksilver on or before the Defect Title Claim Date. To be effective, an Environmental Defect Notice must set forth (ai) a clear description of the matter constituting the alleged Environmental Defect, (bii) a description of each Acquired Asset (or portion thereof) affected by the alleged Environmental Defect, (ciii) the estimated proportionate share attributable to the Acquired Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (div) supporting documents and reasonably necessary for Seller Quicksilver to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer BreitBurn shall furnish Seller, on or before Quicksilver once every two (2) weeks from and after the end of each calendar week prior to date hereof until the Defect Title Claim Date, Date with Environmental Defect Notices with respect to any Environmental Defects that any employee or representative of Buyer’s BreitBurn discovers or becomes aware of during such two (2) week period. (ii) Quicksilver shall have the right, but not the obligation, to attempt, at its sole cost, to cure or remediate at any time prior to Closing any Environmental Defects of which it has been advised by BreitBurn pursuant to an Environmental Defect Notice delivered before the Title Claim Date. (iii) In the event that any Environmental Defect asserted by BreitBurn pursuant to an Environmental Defect Notice delivered before the Title Claim Date is not waived by BreitBurn or cured on or before the Closing Date, Quicksilver shall, at its sole election, elect (at the Closing, for Environmental Defects with respect to which no dispute exists) to do one of the following: (1) subject to the Individual Environmental Defect Threshold and Aggregate Deductible, reduce the Initial Consideration by the amount of the Environmental Defect Amount relating to such Environmental Defect as agreed upon by Quicksilver and BreitBurn or determined pursuant to Section 6.14(b)(v); (2) provided that the Parties shall have agreed to the general plan of remediation with respect to such Environmental Defect and the time period by which such remediation shall take place, cure such Environmental Defect after Closing; (3) if such Environmental Defect can be cured by paying a fine or penalty, Quicksilver may cure such Environmental Defect by electing to pay such fine or penalty; or (4) if applicable, terminate this Agreement pursuant to Section 8.1(c). (iv) Section 6.14(b)(iii) shall be the exclusive right and remedy of BreitBurn with respect to Environmental Defects asserted by BreitBurn pursuant to Section 6.14(b)(i). (v) Prior to Closing, Quicksilver and BreitBurn shall attempt to agree on all Environmental Defects and Environmental Defect Amounts that are the subject of timely and properly asserted Environmental Defect Notices. If Quicksilver and BreitBurn are unable to agree by Closing, (1) all Environmental Defects and/or Environmental Defect Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 6.14(b)(v), (2) there shall be no reduction in the Initial Consideration at Closing with respect to the Environmental Defects and/or Environmental Defect Amounts in dispute, and (3) all adjustments and payments, if any, with respect thereto following Closing shall be made pursuant to this Section 6.14(b)(v). The arbitrator shall be an environmental consultant approved in writing by Quicksilver and BreitBurn who is experienced in environmental corrective action at oil and gas properties in the relevant jurisdiction and who shall not have performed professional services for either Party or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of their respective Affiliates during the preceding calendar weekprevious five years, which notice may as selected by mutual agreement of BreitBurn and Quicksilver within fifteen (15) days after the end of the Cure Period, and absent such agreement, by the Dallas office of the American Arbitration Association (the “Independent Expert”). The arbitration proceeding shall be preliminary held in nature Dallas, Texas and supplemented prior shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Independent Expert’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Independent Expert shall be bound by the rules set forth in this Section 6.14 and, subject to the foregoing, may consider such matters as in the opinion of the Independent Expert are necessary or helpful to make a proper determination. Additionally, the Independent Expert may consult with and engage disinterested third parties to advise the Independent Expert. The Independent Expert, however, may not award BreitBurn a greater Environmental Defect Claim Date; provided Amount than the Environmental Defect Amount claimed by BreitBurn in its applicable Environmental Defect Notice. The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Environmental Defect Amounts submitted by either Party pursuant to this Section 6.14(b)(v) and may not award damages, interest or penalties to either Party with respect to any matter. Quicksilver and BreitBurn shall each bear its own legal fees and other costs of presenting its case to the Independent Expert. Each Party shall bear one-half of the costs and expenses of the Independent Expert. To the extent that notwithstanding this sentence, the award of the Independent Expert with respect to any Environmental Defect Notice shall be deemed timely if received by Seller prior Amount is not taken into account as an adjustment to the Initial Consideration at Closing pursuant to this Section 6.14, then within ten (10) days after the Independent Expert delivers written notice to BreitBurn and Quicksilver of his award with respect to an Environmental Defect Claim DateAmount, (i) BreitBurn shall pay to Quicksilver the amount, if any, so awarded by the Independent Expert to Quicksilver and (ii) Quicksilver shall pay to BreitBurn the amount, if any, so awarded by the Independent Expert to BreitBurn. (vi) Notwithstanding anything stated herein to the contrary and subject to the overall cap provided in Section 6.12(h), (1) in no event shall there be any adjustments to the Initial Consideration or other remedies provided by Quicksilver for any individual Environmental Defect for which the Environmental Defect Amount does not exceed $300,000 (the “Individual Environmental Defect Threshold”); and (2) in no event shall there be any adjustments to the Initial Consideration or other remedies provided by Quicksilver for those Environmental Defects that exceed the Individual Environmental Defect Threshold (each, a “Material Environmental Claim”, and collectively, “Material Environmental Claims”) unless the sum of all of the Material Environmental Claims plus all of the Material Title Claims exceeds the Aggregate Deductible, and after which point BreitBurn shall only be entitled to adjustments to the Initial Consideration to the extent that the sum of (A) the aggregate Environmental Defect Amounts for all Material Environmental Claims plus (B) the aggregate Title Defect Amounts for all Material Title Claims exceeds the Aggregate Deductible. Material Environmental Claims shall not include any Environmental Defect that Quicksilver elects to cure pursuant to Section 6.14(b)(iii)(2) or Section 6.14(b)(iii)(3).

Environmental Defects. If Buyer determines that with respect to (a) In the Asset there exists event Purchaser discovers an Environmental Condition (other than with respect Defect, Purchaser shall in good faith give notice thereof to asbestos, asbestos containing materials, or NORMSeller as soon after such Environmental Defect is discovered as is reasonably practicable, and excluding in any matter event, on or before the Notice Date. To be effective, each notice of an Environmental Defect must set forth on Schedule 6.10) (in each case, an “Purchaser’s reasonable good faith estimate of the Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice Value of such Environmental Defect (and the calculation thereof) and must describe such Environmental Defect in reasonably specific detail, including: the written, good faith conclusion of Purchaser (or its consultant) that sets forth shows that it is more likely than not that an Environmental Defect exists; a separate specific citation of the information required provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; identification of the specific Assets affected by such Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation and laboratory reports; and identification of the procedures recommended to correct such Environmental Defect (each notice satisfying the requirements of this Section 3.17 (sentence being referred to herein as an “Environmental Defect Notice”). For all purposes of this Agreement . (b) Purchaser and notwithstanding anything herein to the contrarySeller shall, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an after each Environmental Defect Notice received by Seller is delivered, meet and use commercially reasonable efforts to agree on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description validity thereof and the amount of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable any required adjustment to the Assets Purchase Price, it being understood that the amount of the estimated Lowest Cost Response any such adjustment with respect to eliminate the alleged an Environmental Defect (the “Environmental Defect AmountValue”), ) will be the cost of remediating the affected Asset to bring it into compliance with Environmental Laws in a commercially reasonable manner and (d) supporting documents assuming that the affected Asset will continue to be used as an oil and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and gas property. If the Environmental Defect Amount. Buyer Value asserted by Purchaser in an Environmental Defect Notice is greater than the Allocated Value of the Asset affected thereby, Seller may elect to remove such Asset from the transactions contemplated hereby, in which event the Purchase Price shall furnish Seller, on or before be reduced by the end of each calendar week prior Allocated Value thereof. (c) Anything herein to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice contrary notwithstanding: (i) Purchaser may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, not assert any Environmental Defect after the Notice shall be deemed timely if received by Seller prior to the Defect Claim Date., (ii) this Article V sets forth Purchaser’s sole remedy for Environmental Defects or any other environmental matter

Environmental Defects. If Buyer determines that with respect to (a) In the Asset there exists event Purchaser discovers an Environmental Condition (other than with respect Defect, Purchaser shall in good faith give notice thereof to asbestos, asbestos containing materials, or NORMSeller as soon after such Environmental Defect is discovered as is reasonably practicable, and excluding in any matter event, on or before the Environmental Notice Date. Each notice of an Environmental Defect shall set forth on Schedule 6.10) (in each case, an “Purchaser’s reasonable good faith estimate of the Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice Value of such Environmental Defect (and the calculation thereof) and must describe such Environmental Defect in sufficient, specific detail, including: the written conclusion of Purchaser (or its consultant) that sets forth an Environmental Defect exists; the information required provisions of Environmental Laws causing the condition to constitute an Environmental Defect and the facts that substantiate such violation; identification of the Asset affected by this Section 3.17 such Environmental Defect; and identification of the procedures recommended to correct such Environmental Defect (each, an “Environmental Defect Notice”). For all purposes . (b) Purchaser and Seller shall, after each Environmental Defect Notice is delivered, meet and use commercially reasonable efforts to agree on the validity thereof and the amount of this Agreement any required adjustment to the Purchase Price, it being understood that the amount of any such adjustment with respect to an Environmental Defect will be the Qualified Environmental Defect Value (as defined below), with the “Environmental Defect Value” being the lesser of the following: (i) the cost of correcting the Environmental Defect (net to Seller’s Working Interest therein) in compliance with Environmental Laws in a commercially reasonable manner and notwithstanding anything assuming that the affected Asset will continue to be used as an oil and gas property or (ii) the Allocated Value of the affected Asset. (c) Anything herein to the contrary, Buyer shall be deemed to have waived contrary notwithstanding: (i) Purchaser may not assert any Environmental Defect after the Environmental Notice Date; (ii) Purchaser may not recover under the indemnity provisions in Section 10.8 to the extent that Buyer fails to timely any Environmental Defects are resolved under this Article V and properly assert as an for any Environmental Defect by Defects which Purchaser discovers but does not provide an Environmental Defect Notice received by to Seller on or before the Defect Claim Date. To be effective, as required herein; (iii) Purchaser may only assert an Environmental Defect Notice must set forth pursuant to a timely Environmental Defect Notice; (aiv) an individual Environmental Defect shall not qualify as such unless the Environmental Defect Value thereof exceeds the Individual Deductible Amount (any individual Environmental Defect with an Environmental Defect Value exceeding the Individual Deductible Amount being referred to herein as a clear description “Qualified Environmental Defect” and the amount by which the Environmental Defect Value of a Qualified Environmental Defect exceeds the Individual Deductible Amount being referred to herein as the “Qualified Environmental Defect Value”); and (v) the Purchase Price will only be adjusted for one or more Qualified Title Defects and Qualified Environmental Defects to the extent that the cumulative amount of Qualified Title Defect Values and Qualified Environmental Defect Values thereof exceeds the Aggregate Deductible Amount. (d) Subject to Section 5.7(c)(v) above, if Purchaser and Seller agree on the Environmental Defect Value and Seller does not cure such Environmental Defect to Purchaser’s reasonable satisfaction prior to Closing, then the Asset affected by such Environmental Defect shall, at Purchaser’s election, either be (i) conveyed by Seller to Purchaser at Closing and the Purchase Price shall be adjusted by the Qualified Environmental Defect Value, or (ii) excluded from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof. If, prior to the Closing, Purchaser and Seller have not agreed on the validity of one or more Environmental Defects asserted in accordance with this Section 5.7 or on the amount of the matter constituting Environmental Defect Values thereof or on whether one or more Environmental Defects has been cured to the alleged reasonable satisfaction of Purchaser prior to Closing, with respect to each such Environmental Defect, (b) a description of each Asset (or portion thereof) affected by then the alleged Parties shall submit such Environmental Defect, (c) the estimated proportionate share attributable Defects to arbitration pursuant to the Assets provisions of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim DateSection 5.8.

Environmental Defects. If Buyer determines that with respect after Closing and prior to the Asset there exists first anniversary date of the Closing, Buyer asserts a claim for indemnity for an Environmental Condition Defect or Environmental Defect Amount that was not waived pursuant to Section 7(b), the following shall apply: (other i) If the aggregate Environmental Defect Amounts for the Environmental Defects for which Buyer has asserted claims for indemnity hereunder (including the amount of a then current claim being asserted) are less than with respect or equal to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) four million dollars (in each case, an “Environmental Defect”$4,000,000.00), then on or prior to the extent Buyer is entitled to be indemnified under this Agreement for such Environmental Defects and Environmental Defect Claim DateAmounts, Seller shall pay such Environmental Defect Amounts to Buyer may give and Buyer shall perform the work necessary to cure or remedy the Environmental Defects giving rise to such Environmental Defect Amounts. (ii) If the aggregate Environmental Defect Amounts for the Environmental Defects for which Buyer has asserted claims for indemnity hereunder (including the amount of a then current claim being asserted) are greater than four million dollars ($4,000,000.00), then to the extent Buyer is entitled to be indemnified under this Agreement for such Environmental Defects and Environmental Defect Amounts, Seller a written notice shall have the option, in its sole discretion to either (1) pay Buyer the amount of such Environmental Defect that sets Amounts in which case Buyer shall perform the work necessary to cure or remedy the Environmental Defects giving rise to such Environmental Defect Amounts, or (2) require Buyer to convey to Seller, effective as of the Effective Date, the portions of the Subject Properties to the extent affected by such Environmental Defect and pay to Buyer the Allocated Values of such Subject Properties (as limited to the affected portions), subject to appropriate adjustments to such Allocated Values as set forth in Section 10(a) for the information required period from the Effective Date to the date of such conveyance. Such conveyance shall be without representation or warranty except as to lawful claims of persons claiming by, through or under Buyer but not otherwise. If the portion of a Subject Property to be conveyed by Buyer to Seller includes a Lease, Fee Interest or Unit, the conveyance of such portion of the Subject Property by Buyer to Seller pursuant to this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein 15(d)(ii) shall be limited to the contrarywellbore of any Xxxxx located on such portion of the Subject Property as of the Effective Date and to production from the wellbore of such Well attributable to the subsurface intervals (or the stratigraphic equivalent thereof) from which such Well was producing at the Effective Date, and in such case, Buyer shall retain all rights in such Lease, Fee Interest or Unit, including without limitation, as to all other depths and intervals covered by such Subject Property. Further, if the portion of a Subject Property to be deemed conveyed by Buyer to have waived any Seller hereunder includes a Lease, Fee Interest or Unit but there was no Well located on the lands covered by such portion as of the Effective Date, the conveyance made hereunder shall be limited to the lands affected by the applicable Environmental Defect Defect(s) giving rise to such conveyance, provided that Buyer fails shall retain all rights in and to, and the lands covered by, such Lease, Fee Interest and/or Unit, including without limitation all rights of ingress and egress for the purpose of drilling, exploration, operating and developing such lands and interests for oil, gas and other hydrocarbons and storing, handling, transporting and marketing the same. With respect to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset any Subject Property (or portion thereof) affected conveyed by Buyer to Seller pursuant to this Section 15(d)(ii), Seller shall indemnify Buyer for all obligations and liabilities relating to such Subject Property or portion as if such Subject Property or portion was an Excluded Property, including from the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Defects and for Environmental Defect (the “Environmental Defect Amount”Amounts which gave rise to Seller’s election under this Section 15(d), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

Environmental Defects. Buyer will within ten (10) days after completion of any environmental audits and final report conducted pursuant to Section 7.2 but in no event later than twenty (20) days prior to the Closing, notify Company ("Objection Notice") of any fact or condition regarding Matters of Environmental Concern which is unacceptable to Buyer. The Objection Notice shall include Buyer's good faith estimate of the cost of remedying such objectionable matter. If Buyer determines that with respect fails to make a timely Objection Notice, then any such objectionable matter disclosed in the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORMenvironmental audit report shall be deemed waived for purposes of Section 13.3. If Buyer makes a timely Objection Notice, and excluding any if the cost of remedying such objectionable matter set forth on Schedule 6.10is reasonably estimated by Buyer to be Fifty Thousand Dollars ($50,000) or less, then such objectionable matter shall not be deemed "material" for purposes of Sections 9.1 and 13.2.(a), provided Company remedies the same to Buyer's reasonable satisfaction at Company's sole expense prior to Closing. If the cost of remedying such objectionable matter is reasonably estimated by Buyer to be in excess of Fifty Thousand Dollars (in each case, an “Environmental Defect”$50,000), then Buyer shall have the option, in its sole discretion, of either (i) closing the transaction contemplated by this Agreement on or prior the conditions that Company (A) indemnifies Buyer fully (and not subject to any limitation set forth in Section 2.2 of this Agreement) for the cost of satisfying the Liability arising from such objectionable matter and (B) deposits in escrow to be held and applied in accordance with the Escrow Agreement the amount (the "Environmental Escrow Amount"), if any, by which Buyer's estimated cost of curing the objectionable matter exceeds the Base Escrow Amount (ii) closing the transaction contemplated by this Agreement without the indemnity and escrow deposit described in subpart (i) above, provided in that event Company shall continue to be liable for any Liability arising from such objectionable matter to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets extent and on the terms set forth the information required by this in Section 3.17 (an “Environmental Defect Notice”). For all purposes 2.2 of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (aiii) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding terminating this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim DateAgreement.

Environmental Defects. If (a) Buyer determines that with respect shall have the right to conduct an environmental assessment of the Asset there exists an Environmental Condition (other than with respect Oil and Gas Properties during the period beginning on the date of this Agreement and ending at the close of business on the Notification Deadline. The confidentiality obligations of the Confidentiality Agreement shall be applicable to asbestosall information acquired by Buyer in the course of its environmental assessment. During normal business hours and after providing the Company and Seller reasonable prior notice of any such activities, asbestos containing materialsBuyer and its representatives shall be permitted to enter upon the Oil and Gas Properties and all buildings and improvements thereon, or NORMinspect the same, review files and generally conduct such tests, examinations, and excluding investigations as are consistent with the American Society for Testing and Materials standard Phase I environmental audit and which have been approved by Company in writing. Seller will have the right to (i) witness such investigation and (ii) promptly receive a copy of all results, analyses and reviews. (b) Buyer will notify Seller on or before the Notification Deadline of (i) the existence of any matter environmental condition on the Oil and Gas Properties that Buyer reasonably believes constitutes a breach of the Company’s representations and warranties set forth on Schedule 6.10) in Section 4.22 (in each case, an “Environmental Defect”), then and (ii) the estimated cost to remediate or cure such condition on each individual Oil and Gas Property, determined utilizing the most cost effective and appropriate method of cure or prior remediation available under the circumstances. With respect to any Environmental Defect: (i) Seller shall have the right, but not the obligation, to undertake such remedial action as may be required Environmental Law as currently applied to cure by such Environmental Defect Claim Date, Buyer may give Seller a by sending written notice of its binding commitment to effectuate such cure and the details and timing of such curative action, and if such commitment is reasonably satisfactory to Buyer, the Base Purchase Price would not be reduced on account of such Environmental Defect that sets forth Defect (ii) Buyer and Seller may also, upon their mutual agreement, set the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein costs to cure the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Base Purchase Price shall be reduced by such agreed costs while Buyer shall be responsible for any cure; and (iii) If, within fifteen (15) days following the notice of an Environmental Defect Amount. as to any Oil and Gas Property, Buyer shall furnish Sellerand Seller cannot reach mutual agreement as contemplated in Section 7.4(b)(i) or (ii) above on either the value of an Environmental Defect or whether an Environmental Defect exists, on or before the end of each calendar week prior Parties agree to resolve the dispute under the arbitration provisions in this Agreement. (c) No adjustment to the Defect Claim Date, Base Purchase Price for Environmental Defects shall be made unless and until the aggregate value of all Environmental Defects (herein called the “Aggregate Environmental Defect Notices with respect to any Value”) exceeds one percent (1%) of the Base Purchase Price, and once the deductible is exceeded, only the value of all Environmental Defects that any in excess of Buyer’s or any such deductible shall be considered in applying this Section 7.4. (d) For purposes of its Affiliate’s employeesthis section, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may costs to cure an Environmental Defect determined under Section 7.4(b)(i) and (ii) above shall not be preliminary in nature and supplemented prior counted towards the Aggregate Environmental Defect Value. (e) Notwithstanding anything to the Defect Claim Date; contrary in this Section 7.4, the adjustments attributable to the effects of all Environmental Defects upon any Oil and Gas Property shall not exceed the Allocated Value of such particular Oil and Gas Property. (f) All Environmental Defects not raised within the time period provided that notwithstanding this sentence, any Environmental Defect Notice in paragraph (b) above shall be deemed timely if received waived by Seller prior Buyer for all purposes, including but not limited to the Defect Claim DateArticle XII.

Environmental Defects. If Buyer determines that with respect to (a) No later than the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Notice Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein deliver to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by Sellers an Environmental Defect Notice for any Potentially Material Environmental Condition confirmed by a Phase II ESA prepared pursuant to Section 6.1. Such Environmental Defect Notice must (i) be in writing and received by Seller on or before the Environmental Defect Claim Notice Date. To be effective, (ii) name the affected Transferred Real Property, (iii) name the condition in, on or under the Transferred Real Property that causes the Potentially Material Environmental Condition, including the approximate date the Potentially Material Environmental Condition commenced, and (iv) provide factual substantiation for the Potentially Material Environmental Condition. (b) Within ten (10) business days from receiving an Environmental Defect Notice, Seller shall elect (i) to conduct Remedial Action necessary to address the Potentially Material Environmental Condition identified in the Environmental Defect Notice or (ii) to remove the Transferred Real Property identified by Buyer in an Environmental Defect Notice must set forth (a) from the Purchased Assets to be conveyed to Buyer under this Agreement. If Sellers elect to remove such Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement and such Transferred Real Property is a clear description parcel of Transferred Owned Real Property, then the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected Purchase Price shall be reduced at Closing by the alleged Environmental DefectAllocated Value attributable to such asset. If such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. (c) Prior to Closing, Sellers and Buyer shall meet to discuss and agree upon the estimated proportionate share scope of work to address any Remedial Actions required as a result of Environmental Conditions set forth in the Environmental Defect Notice. If Buyer and Sellers cannot agree upon the scope of work to address the same, Buyer or Sellers shall have the right to remove the affected Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement provided, however, that if such Transferred Real Property is a parcel of Transferred Owned Real Property, then the Purchase Price shall be reduced at Closing by the Allocated Value attributable to such Transferred Owned Real Property set forth in Schedule 6.1; and further provided that if any such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the Assets reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and such Critical Property. (d) supporting documents Sellers and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Sellercooperate with each other and use all commercially reasonable efforts to cause the investigations and other actions contemplated by Section 6.1 and this Section 6.2 to be completed within the 60 day period contemplated by Section 6.1(a) and no party shall take any action in connection with performing such obligations intended to unreasonably delay the timely completion of such obligations. (e) If a landlord refuses to permit Buyer to conduct the environmental assessment activities contemplated by Section 6.1 and this Section 6.2 as to a Transferred Leased Real Property, on or before Buyer may, upon written notice to Sellers, elect to remove such Transferred Leased Real Property from the end Purchased Assets to be conveyed to Buyer under this Agreement. If such Transferred Leased Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of each calendar week prior being invoiced therefor, the reasonably incurred moving expenses to the Defect Claim Datetransfer any Purchased Assets, Environmental Defect Notices other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. (f) With respect to a Critical Property that has been removed from among the Purchased Assets by Buyer or Sellers pursuant to Section 6.1 or this Section 6.2, Buyer may, upon written notice to Sellers, extend the Closing Date for a reasonable period of time in order for Buyer to make alternative arrangements in order to obtain the benefits previously associated with such Critical Property. Sellers shall, in accordance with Section 8.1, cooperate with Buyer in its efforts to make any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Datesuch alternative arrangements.

Environmental Defects. If (a) Buyer determines that with respect shall deliver to Whitehorse, on behalf of both Whitehorse and the Asset there exists an Environmental Condition (other Siltstone Sellers, no later than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice claim notices meeting the requirements of such this Section 10.3(a) (collectively, the “Environmental Defect that sets forth the information required by this Section 3.17 (Notices” and, individually, an “Environmental Defect Notice”)) setting forth any matters which, in Buyer’s reasonable opinion, constitute Environmental Defects and which Buyer intends to assert as Environmental Defects pursuant to this Section 10.3. For all purposes of this Agreement and notwithstanding anything herein subject to Buyer’s remedy for a breach of the contraryrepresentations and warranties made by Sellers pursuant to Section 4.13 and Sellers’ indemnification obligations under Section 12.2, Buyer shall be deemed to have waived waived, and Sellers shall have no liability for, any Environmental Defect that which Buyer fails to timely and properly assert as an Environmental Defect by an a properly delivered Environmental Defect Notice received by Seller Sellers on or before the Defect Claim Date. To be effective, an Each Environmental Defect Notice must set forth shall be in writing and shall include (ai) a clear description of the matter constituting the alleged Environmental DefectCondition (including the applicable Environmental Law violated or implicated thereby) and the Assets affected by such alleged Environmental Condition, (bii) a description the Allocated Value of each Asset the Asset(s) (or portion portions thereof) affected by the such alleged Environmental DefectCondition, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (diii) supporting documents and reasonably necessary for Seller Sellers to verify the existence of the such alleged Environmental Condition, and (iv) a calculation of the Remediation Amount that Buyer asserts is attributable to such alleged Environmental Defect; provided, that substantial compliance with clause (iii) by the Defect Claim Date followed by prompt delivery of any remaining materials shall satisfy clause (iii). To give Sellers an opportunity to commence reviewing and the remediating Environmental Defect Amount. Defects, Buyer shall furnish Selleragrees to use commercially reasonable efforts to give Sellers, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any a written notice of all Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented and/or amended prior to the Defect Claim Date; provided . Sellers shall have the right, but not the obligation, to remediate, to the satisfaction of Buyer, any asserted Environmental Defect on or before Closing. If Sellers elect to remediate any Environmental Condition prior to Closing, Sellers shall implement such Remediation in a manner which is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that notwithstanding this sentence, Sellers elect to undertake. (b) In the event that any Environmental Defect Notice shall be deemed timely if received asserted by Seller Buyer in accordance with Section 10.3(a) is not waived in writing by Buyer or cured prior to the Closing Date, then at Closing Parties shall, at Buyer’s sole election, the following: (i) reduce the Purchase Price by the Remediation Amount; or (ii) in the case of Sellers-operated Assets, exclude the wellbore of the Asset that is subject to the Environmental Defect, from the transactions contemplated hereby, and transfer the remaining Asset (including the underlying Lease) to Buyer in which event, subject to Section 12.1(n), the Purchase Price shall not be reduced. (c) Notwithstanding anything herein to the contrary, but except for Environmental Defects that Buyer asserts with respect to the Additional Interests (which Environmental Defects and associated Remediation Amounts shall not be limited by this Section 10.3(c)), (i) in no event shall there be any adjustments to the Purchase Price under this Section 10.3 for any individual Environmental Defect Claim Datefor which the Remediation Amount does not exceed $50,000.00 (the “Individual Environmental Defect Threshold”) and (ii) in no event shall there be any adjustment to the Purchase Price under this Section 10.3 for any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Defect Threshold unless the amount of the aggregate Remediation Amounts of all Environmental Defects that exceed the Individual Environmental Threshold (but excluding any Remediation Amounts attributable to Assets subject to Environmental Defects that are excluded under Section 10.3(b)(ii)) exceeds a deductible in the amount of two percent (2.0%) of the unadjusted Purchase Price (the “Environmental Defect Deductible”), after which point Buyer shall be entitled to adjustments to the Purchase Price hereunder, but only to the extent of the amount by which the aggregate amount of such Remediation Amounts exceeds the Environmental Defect Deductible. With respect to any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Defect Threshold, for purposes of determining if the Environmental Defect Deductible has been satisfied and all other purposes herein, the Remediation Amount shall be the total amount for such Environmental Defect without giving effect to the Individual Environmental Defect Threshold.

Environmental Defects. If (a) Buyer determines that with respect shall have the right to conduct an environmental assessment of the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, Oil and excluding any matter set forth Gas Properties during the period beginning on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes date of this Agreement and notwithstanding anything herein ending at the close of business on the Notification Deadline. The confidentiality obligations of the Confidentiality Agreement shall be applicable to all information acquired by Buyer in the contrarycourse of its environmental assessment. During normal business hours and after providing the Company and Seller reasonable prior notice of any such activities, Buyer and its representatives shall be deemed permitted to enter upon the Oil and Gas Properties and all buildings and improvements thereon, inspect the same, review files and generally conduct such tests, examinations, and investigations as are consistent with the American Society for Testing and Materials standard Phase I environmental audit and which have waived any Environmental Defect that been approved by Company in writing. Seller will have the right to (i) witness such investigation and (ii) promptly receive a copy of all results, analyses and reviews. (b) Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by will notify Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must Notification Deadline of (i) the existence of any environmental condition on the Oil and Gas Properties that Buyer reasonably believes constitutes a breach of the Company's representations and warranties set forth in Section 4.22 (a) a clear description of the matter constituting the alleged "Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”"), and (dii) supporting documents the estimated cost to remediate or cure such condition on each individual Oil and Gas Property, determined utilizing the most cost effective and appropriate method of cure or remediation available under the circumstances. With respect to any Environmental Defect: (i) Seller shall have the right, but not the obligation, to undertake such remedial action as may be required Environmental Law as currently applied to cure by such Environmental Defect by sending written notice of its binding commitment to effectuate such cure and the details and timing of such curative action, and if such commitment is reasonably necessary for satisfactory to Buyer, the Base Purchase Price would not be reduced on account of such Environmental Defect (ii) Buyer and Seller may also, upon their mutual agreement, set the costs to verify cure the existence of the alleged Environmental Defect and the Base Purchase Price shall be reduced by such agreed costs while Buyer shall be responsible for any cure; and (iii) If, within fifteen (15) days following the notice of an Environmental Defect Amount. as to any Oil and Gas Property, Buyer shall furnish Sellerand Seller cannot reach mutual agreement as contemplated in Section 7.4(b)(i) or (ii) above on either the value of an Environmental Defect or whether an Environmental Defect exists, on or before the end of each calendar week prior Parties agree to resolve the dispute under the arbitration provisions in this Agreement. (c) No adjustment to the Defect Claim Date, Base Purchase Price for Environmental Defects shall be made unless and until the aggregate value of all Environmental Defects (herein called the "Aggregate Environmental Defect Notices with respect to any Value") exceeds one percent (1%) of the Base Purchase Price, and once the deductible is exceeded, only the value of all Environmental Defects that any in excess of Buyer’s or any such deductible shall be considered in applying this Section 7.4. (d) For purposes of its Affiliate’s employeesthis section, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may costs to cure an Environmental Defect determined under Section 7.4(b)(i) and (ii) above shall not be preliminary in nature and supplemented prior counted towards the Aggregate Environmental Defect Value. (e) Notwithstanding anything to the Defect Claim Date; contrary in this Section 7.4, the adjustments attributable to the effects of all Environmental Defects upon any Oil and Gas Property shall not exceed the Allocated Value of such particular Oil and Gas Property. (f) All Environmental Defects not raised within the time period provided that notwithstanding this sentence, any Environmental Defect Notice in paragraph (b) above shall be deemed timely if received waived by Seller prior Buyer for all purposes, including but not limited to the Defect Claim DateArticle XII.

Environmental Defects. If Buyer determines notifies Seller no later than five days before Closing (the "Environmental Notice Deadline") of the existence of any environmental conditions on the real property interests comprising a part of the Property that constitutes an actually cited violation of Environmental Laws or a condition, that if discovered by the appropriate governmental authority, would reasonably be found to be a violation of Environmental Laws as in effect on the date hereof and which Buyer in its reasonable judgement and good faith has determined as of the date hereof could cause Buyer to incur expenses to remediate or settle, the cost of which to remediate or settle shall not be considered for the adjustments outlined below unless the collective aggregate value of such defects exceeds $250,000 utilizing the most cost effective method of remediation available (any such condition being herein referred to as "Environmental Defect"), then: (a) Seller may agree to undertake such remedial action as may be required to cause such Property to be brought into compliance with respect to Environmental Laws as in effect on the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORMdate hereof, and excluding any matter set forth to Buyer's reasonable satisfaction in which event the affected Property will be purchased by Buyer at Closing and the Purchase Price will not be reduced on Schedule 6.10) (in each case, an “account of such Environmental Defect”), then on or prior or (b) Buyer and Seller will agree to either (i) adjust the Defect Claim Date, Purchase Price by an amount agreed upon by Buyer may give and Seller a written notice to be the value of such Environmental Defect that sets forth in which case the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein Property subject to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. will be sold hereunder to Buyer and Buyer, irrespective of any indemnities contained herein (whether environmental or otherwise) but without affecting Buyer's rights under Section 13.18 with respect~to matters not covered by such Purchase Price adjustments, shall furnish Seller, on or before assume all liabilities associated with the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices asserted herein; or (ii) exclude the Property subject to If the parties are unable to agree to a course of action with respect to any such Environmental Defects the matter shall be resolved pursuant to the provisions of Article XIV. If Seller elects to undertake remedial action pursuant to the foregoing provisions, Buyer agrees, to the full extent that any of Buyer’s or any of its Affiliate’s employeesit has the right to do so, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice to grant Seller such access as may be preliminary in nature and supplemented prior necessary to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by permit Seller prior to the Defect Claim Datecomplete such remedial action.

Environmental Defects. If Buyer determines that with respect to (a) No later than the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Notice Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein deliver to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by Sellers an Environmental Defect Notice for any Potentially Material Environmental Condition confirmed by a Phase II ESA prepared pursuant to Section 6.1. Such Environmental Defect Notice must (i) be in writing and received by Seller on or before the Environmental Defect Claim Notice Date. To be effective, (ii) name the affected Transferred Real Property, (iii) name the condition in, on or under the Transferred Real Property that causes the Potentially Material Environmental Condition, including the approximate date the Potentially Material Environmental Condition commenced, and (iv) provide factual substantiation for the Potentially Material Environmental Condition. (b) Within ten (10) business days from receiving an Environmental Defect Notice, Seller shall elect (i) to conduct Remedial Action necessary to address the Potentially Material Environmental Condition identified in the Environmental Defect Notice or (ii) to remove the Transferred Real Property identified by Buyer in an Environmental Defect Notice must set forth (a) from the Purchased Assets to be conveyed to Buyer under this Agreement. If Sellers elect to remove such Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement and such Transferred Real Property is a clear description parcel of Transferred Owned Real Property, then the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected Purchase Price shall be reduced at Closing by the alleged Environmental Defect, (c) the estimated proportionate share Allocated Value attributable to such asset. If such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the Assets reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Datesuch Critical Property.

Environmental Defects. If If, as a result of its investigation pursuant to Section 3.9 or otherwise, Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.106.9) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 3.10 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrarycontrary but subject to Buyer’s rights and remedies for the breach by Seller of the representation and warranty set forth in Section 6.17 and Seller’s indemnification obligations hereunder, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an An Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental DefectDefect (each an “Environmental Defect Property”), (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response cost to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and or references thereto reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount, in each case to the extent known or defined at the time of submission of the Environmental Defect Notice. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, may supplement any Environmental Defect Notices with respect to previously submitted at any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller time prior to the Defect Claim Date.

Environmental Defects. If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.103.16) (in each case, an “Environmental Defect”), then Buyer shall notify Seller in good faith of such Environmental Defect as soon as reasonably practicable after such Environmental Defect is discovered, and in any event, on or prior to before the Defect Claim Date, Buyer may give Seller a written . Each such notice of such Environmental Defect that sets shall set forth the information required by this Section 3.17 3.16 (collectively, the “Environmental Defect Notices” and individually, an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything Anything herein to the contrary, contrary notwithstanding: (a) Buyer may not assert any Environmental Defect after the Defect Claim Date and shall be deemed to have waived waived, and Seller shall have no liability for, any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. in accordance with this Section 3.16; (b) To be effective, an each Environmental Defect Notice must set forth shall be in writing, and shall include (ai) a clear description of the matter constituting the alleged Environmental Defect, (bii) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (ciii) the estimated proportionate share attributable to the Assets each Asset of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (div) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. . (c) Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

Environmental Defects. If (a) Buyer determines that with respect shall have the right to conduct an environmental assessment of the Asset there exists an Environmental Condition (other than with respect Oil and Gas Properties during the period beginning on the date of this Agreement and ending at the close of business on the Notification Deadline. The confidentiality obligations of the Confidentiality Agreement shall be applicable to asbestosall information acquired by Buyer in the course of its environmental assessment. During normal business hours and after providing the Company and Sellers’ Representative and the operator of the Oil and Gas Properties reasonable prior notice of any such activities, asbestos containing materialsthe Company and Sellers’ Representative shall use all commercially reasonable efforts to cause the operator to permit Buyer and its representatives to enter upon the Oil and Gas Properties and all improvements thereon, or NORMinspect the same, review files and generally conduct such tests, examinations, and excluding investigations as are consistent with the American Society for Testing and Materials standard Phase I environmental audit. Sellers’ Representative will have the right to (i) witness such investigation and (ii) promptly receive a copy of all results, analyses and reviews. (b) Buyer will notify Seller on or before the Notification Deadline of (i) the existence of any matter environmental condition on the Oil and Gas Properties that Buyer reasonably believes constitutes a breach of the Company’s representations and warranties set forth on Schedule 6.10) in Section 5.26 (in each case, an “Environmental Defect”), then and (ii) the estimated cost to remediate or cure such condition on each individual Oil and Gas Property, determined utilizing the most cost effective and appropriate method of cure or prior remediation available under the circumstances. Notwithstanding anything to the Defect Claim Datecontrary in this Agreement, Buyer may give Seller a not assert any additional Environmental Defects following the Pearl/Cibola Closing. With respect to any Environmental Defect: (i) Sellers’ Representative shall have the right, but not the obligation, to undertake such remedial action as may be required by applicable Environmental Law as currently applied to cure such Environmental Defect by sending written notice of its binding commitment to effectuate such cure and the details and timing of such curative action, and if such commitment is reasonably satisfactory to Buyer, the Base Purchase Price would not be reduced on account of such Environmental Defect that sets forth Defect. (ii) Buyer and Sellers’ Representative may also, upon their mutual agreement, set the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein costs to cure the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Base Purchase Price shall be reduced by such agreed costs. In such case, the Buyer shall continue to own such Oil and Gas Property and be responsible for any cure; and (iii) If Buyer and Sellers’ Representative cannot reach mutual agreement as contemplated in Section 8.4(b)(i) or (ii) above or on whether an Environmental Defect Amount. exists within fifteen (15) days following the notice of an Environmental Defect as to any Oil and Gas Property, then unless Buyer elects to waive the applicable Environmental Defect(s) and accept the condition of the affected Oil and Gas Property as is within one business day following notice by Sellers’ Representative of its election under subsection (1) or (2) below, Sellers’ Representative may, at its sole option, and upon written notice to Buyer: (1) remove the affected Oil and Gas Property from this Agreement (including any required reassignment) and adjust the Base Purchase Price by the Allocated Value for that Oil and Gas Property; or (2) elect to resolve the dispute under the arbitration provisions in this Agreement. (c) In the event the Environmental Defect dispute is submitted to arbitration, there shall furnish Seller, on or before the end of each calendar week prior be no immediate adjustment to the Defect Claim DateBase Purchase Price for such defect, Environmental Defect Notices with respect but the amount of any adjustment due by Sellers to any Buyer as ultimately determined shall be paid as part of the Post Closing Adjustment. (d) Environmental Defects that any with an agreed individual value of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during less than $50,000 shall be considered “Minimal Environmental Defects” and shall not form the preceding calendar week, which notice may be preliminary in nature and supplemented prior basis for an adjustment to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior Base Purchase Price. (e) Notwithstanding anything to the Defect Claim Datecontrary in this Section 8.4, the adjustments attributable to the effects of all Environmental Defects upon any Oil and Gas Property shall not exceed the Allocated Value of such particular Oil and Gas Property. (f) BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, SELLERS, THEIR AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO PERSONAL INJURIES, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO ACCESS TO THE OIL AND GAS PROPERTIES PRIOR TO THE CLOSING BY BUYER, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BUT EXCLUDING CLAIMS RESULTING, IN WHOLE OR IN PART, FROM SELLERS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Environmental Defects. If The term “Environmental Defect” means a condition that exists with respect to any of the property or operations of the Company or any of its Subsidiaries on the property that (i) is identified by the Site Assessment conducted by or on behalf of Buyer determines and (ii) causes such property (or the Company or any Subsidiary with respect to such property) to (A) not be in compliance with or create a liability under Environmental Law or (B) have concentrations of Hazardous Materials in any environmental medium that exceed cleanup standards established under applicable Environmental Law. With respect to each Environmental Defect that is not cured on or before the Closing, the Base Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Amount to the extent that such Environmental Defect Amount exceeds One Hundred Thousand Dollars ($100,000), it being expressly understood that if any single Environmental Defect Amount exceeds One Hundred Thousand Dollars ($100,000), the entire amount of such Environmental Defect Amount shall be included in the calculation of any applicable adjustment to the Base Purchase Price pursuant to Section 8.4. The “Environmental Defect Amount” shall mean the reasonable cost, as agreed upon by Seller and Buyer or otherwise determined pursuant to Section 8.4(b), to investigate and remediate the property or operations (or applicable portion thereof) to cure the Environmental Defect in accordance with applicable Environmental Laws in a manner that is reasonably timely and cost effective. For purposes of determining the Environmental Defect Amount, Buyer and Seller agree that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior such cost relating to the Defect Claim Date, Buyer may give Seller a written notice properties of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental DefectJoint Ventures or any of their respective subsidiaries, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer Amount shall furnish only include Seller’s pro rata portion of such costs, on based upon Seller’s direct or before indirect equity ownership in such Joint Venture or Subsidiary, as the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice case may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Datebe.

Environmental Defects. If If, as a result of its investigation pursuant to Section 3.16, Buyer determines that with respect to the Asset Assets there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, materials or NORM, and excluding any matter set forth on Schedule 6.106.11) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contraryAgreement, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share share, to the extent known to Buyer, attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any employee or representative of Buyer’s Buyer discovers or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become becomes aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

Environmental Defects. If (a) Buyer determines that with respect shall have the right to conduct an environmental assessment of the Asset there exists an Environmental Condition (other than with respect Oil and Gas Properties during the period beginning on the date of this Agreement and ending at the close of business on the Notification Deadline. The confidentiality obligations of the Confidentiality Agreement shall be applicable to asbestosall information acquired by Buyer in the course of its environmental assessment. During normal business hours and after providing the Sellers and the operator of the Oil and Gas Properties reasonable prior notice of any such activities, asbestos containing materialsSellers shall use all commercially reasonable efforts to cause the operator to permit Buyer and its representatives to enter upon the Oil and Gas Properties and all improvements thereon, or NORMinspect the same, review files and generally conduct such tests, examinations, and excluding investigations as are consistent with the American Society for Testing and Materials standard Phase I environmental audit. Sellers’ will have the right to (i) witness such investigation and (ii) promptly receive a copy of all results, analyses and reviews. (b) Buyer will notify Sellers on or before the Notification Deadline of (i) the existence of any matter environmental condition on the Oil and Gas Properties that Buyer reasonably believes constitutes a breach of Sellers’ representations and warranties set forth on Schedule 6.10) in Section 5.7 (in each case, an “Environmental Defect”), then and (ii) the estimated cost to remediate or cure such condition on each individual Oil and Gas Property, determined utilizing the most cost effective and appropriate method of cure or prior remediation available under the circumstances. With respect to any Environmental Defect: (i) Sellers shall have the right, but not the obligation, to undertake such remedial action as may be required by applicable Environmental Law as currently applied to cure such Environmental Defect Claim Date, Buyer may give Seller a by sending written notice of its binding commitment to effectuate such cure and the details and timing of such curative action, and if such commitment is reasonably satisfactory to Buyer, the Base Purchase Price would not be reduced on account of such Environmental Defect that sets forth Defect. (ii) Buyer and Sellers may also, upon their mutual agreement, set the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein costs to cure the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Base Purchase Price shall be reduced by such agreed costs. In such case, the Buyer shall continue to own such Oil and Gas Property and be responsible for any cure; and (iii) If Buyer and Sellers cannot reach mutual agreement as contemplated in Section 7.4(b)(i) or (ii) above or on whether an Environmental Defect Amount. exists then unless Buyer elects to waive the applicable Environmental Defect(s) and accept the condition of the affected Oil and Gas Property as is within one business day following receipt of notice by Sellers of their election under Subsection (1) or (2) below, Sellers may, at their sole option, and upon written notice to Buyer: (1) remove the affected Oil and Gas Property from this Agreement (including any required reassignment) and adjust the Base Purchase Price by the Allocated Value for that Oil and Gas Property; or (2) elect to resolve the dispute under the arbitration provisions in this Agreement. (c) In the event the Environmental Defect dispute is submitted to arbitration, there shall furnish Seller, on or before the end of each calendar week prior be no immediate adjustment to the Defect Claim DateBase Purchase Price for such defect, Environmental Defect Notices with respect but the amount of any adjustment due by Seller(s) to any Buyer as ultimately determined shall be paid as part of the Post Closing Adjustment. (d) Environmental Defects that any with an agreed individual value of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during less than $50,000 shall be considered “Minimal Environmental Defects” and shall not form the preceding calendar week, which notice may be preliminary in nature and supplemented prior basis for an adjustment to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior Base Purchase Price. (e) Notwithstanding anything to the Defect Claim Datecontrary in this Section 7.4, the adjustments attributable to the effects of all Environmental Defects upon any Oil and Gas Property shall not exceed the Allocated Value of such particular Oil and Gas Property. (f) BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLERS, THEIR AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND REASONABLE ATTORNEYS’ FEES), INCLUDING CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES ATTRIBUTABLE TO PERSONAL INJURIES, DEATH, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO ACCESS TO THE OIL AND GAS PROPERTIES PRIOR TO THE CLOSING BY BUYER, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BUT EXCLUDING ANY SUCH CLAIMS RESULTING, IN WHOLE OR IN PART FROM SELLERS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Environmental Defects. If Buyer determines that with respect to (a) In the Asset there exists event Purchaser discovers an Environmental Condition (other than with respect Defect, Purchaser shall in good faith give notice thereof to asbestos, asbestos containing materials, or NORMSeller as soon after such Environmental Defect is discovered as is reasonably practicable, and excluding in any matter event, on or before the Notice Date. To be effective, each notice of an Environmental Defect must set forth on Schedule 6.10) (in each case, an “Purchaser’s reasonable good faith estimate of the Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice Value of such Environmental Defect (and the calculation thereof) and must describe such Environmental Defect in reasonably specific detail, including: the written, good faith conclusion of Purchaser (or its consultant) that sets forth shows that it is more likely than not that an Environmental Defect exists; a separate specific citation of the information required provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; identification of the specific Subject Interests affected by such Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation and laboratory reports; and identification of the procedures recommended to correct such Environmental Defect (each notice satisfying the requirements of this Section 3.17 (sentence being referred to herein as an “Environmental Defect Notice”). For all purposes of this Agreement . (b) Purchaser and notwithstanding anything herein to the contrarySeller shall, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an after each Environmental Defect Notice received by Seller is delivered, meet and use commercially reasonable efforts to agree on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description validity thereof and the amount of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable any required adjustment to the Assets Purchase Price, it being understood that the amount of the estimated Lowest Cost Response any such adjustment with respect to eliminate the alleged an Environmental Defect (the “Environmental Defect AmountValue”)) will be the cost of remediating the affected Subject Interests to bring it into compliance with Environmental Laws in a commercially reasonable manner and assuming that the affected Subject Interests will continue to be used as an oil and gas property. If the Environmental Defect Value asserted by Purchaser in an Environmental Defect Notice is greater than the Allocated Value of the Subject Interests affected thereby, and Seller may elect to remove such Subject Interests from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof. (c) Anything herein to the contrary notwithstanding: (i) Purchaser may not assert any Environmental Defect after the Notice Date, (ii) This Article V sets forth Purchaser’s sole remedy for Environmental Defects or any other environmental matter (iii) Purchaser may only assert an Environmental Defect pursuant to a valid Environmental Defect Notice, the Purchase Price will be adjusted for one or more Environmental Defects, and (d) supporting documents If, prior to the Closing, Purchaser and reasonably necessary for Seller to verify have not agreed on the existence validity of one or more Environmental Defects asserted in accordance with this Section 5.6 or on the amount of the alleged Environmental Defect Values thereof, with respect to each such Environmental Defect, either (i) Seller may elect to exclude the Subject Interests affected by one or more of such Environmental Defects from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Values thereof, or (ii) the dispute(s) with respect to Environmental Defects affecting Subject Interests that Seller does not so elect to exclude (“Environmental Disputes”) shall be submitted to arbitration pursuant to the provisions of Article V and, at the election of Seller, the Closing may be delayed until such arbitration is concluded; provided that it is understood that at any xxxx Xxxxxx may elect to accept an Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices Value asserted with respect to any thereto in full settlement for such Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim DateDefect.

Environmental Defects. If If, as a result of its investigation pursuant to Section 3.14, Buyer determines that with respect to the Asset Assets there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORMNORM that is not associated with an Asset used in operations, and excluding any matter set forth on Schedule 6.105.9) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 3.15 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, without waiving Buyer’s rights and remedies with respect to Seller’s Indemnity Obligations under Section 11.2 or Buyer’s termination rights pursuant to Section 10.1(d), Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim DateDate meeting all of the requirements set forth in the this Section 3.15. To be effective, an Environmental Defect Notice must set forth (ai) a clear reasonably detailed description of the matter constituting the alleged Environmental Defect, (bii) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (ciii) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (div) to the extent in Buyer’s possession, supporting documents and reasonably necessary for Seller to substantiate and verify the existence of the alleged Environmental Defect and the claimed Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its AffiliateBuyer’s employees, representatives, attorneys, Group discovers or other environmental personnel or contractors discover or become becomes aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentenceprovided, however, the failure of Buyer to provide such preliminary weekly notice shall not prejudice Buyer’s right to timely assert any Environmental Defect Notice shall be deemed timely if received by Seller prior to the in any Environmental Defect Claim DateNotice.

Environmental Defects. If Buyer determines that with respect to (a) In the Asset there exists event Purchaser discovers an Environmental Condition (other than with respect Defect, Purchaser shall in good faith give notice thereof to asbestos, asbestos containing materials, or NORMSeller as soon after such Environmental Defect is discovered as is reasonably practicable, and excluding in any matter event, on or before the Notice Date. To be effective, each notice of an Environmental Defect must set forth on Schedule 6.10) (in each case, an “Purchaser’s reasonable good faith estimate of the Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice Value of such Environmental Defect (and the calculation thereof) and must describe such Environmental Defect in reasonably specific detail, including: the written, good faith conclusion of Purchaser (or its consultant) that sets forth shows that it is more likely than not that an Environmental Defect exists; a separate specific citation of the information required provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; identification of the specific Subject Interests affected by such Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation and laboratory reports; and identification of the procedures recommended to correct such Environmental Defect (each notice satisfying the requirements of this Section 3.17 (sentence being referred to herein as an “Environmental Defect Notice”). For all purposes of this Agreement . (b) Purchaser and notwithstanding anything herein to the contrarySeller shall, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an after each Environmental Defect Notice received by Seller is delivered, meet and use commercially reasonable efforts to agree on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description validity thereof and the amount of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable any required adjustment to the Assets Purchase Price, it being understood that the amount of the estimated Lowest Cost Response any such adjustment with respect to eliminate the alleged an Environmental Defect (the “Environmental Defect AmountValue”)) will be the cost of remediating the affected Subject Interests to bring it into compliance with Environmental Laws in a commercially reasonable manner and assuming that the affected Subject Interests will continue to be used as an oil and gas property. If the Environmental Defect Value asserted by Purchaser in an Environmental Defect Notice is greater than the Allocated Value of the Subject Interests affected thereby, and Seller may elect to remove such Subject Interests from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof. (c) Anything herein to the contrary notwithstanding: (i) Purchaser may not assert any Environmental Defect after the Notice Date, (ii) This Article V sets forth Purchaser’s sole remedy for Environmental Defects or any other environmental matter (iii) Purchaser may only assert an Environmental Defect pursuant to a valid Environmental Defect Notice, the Purchase Price will be adjusted for one or more Environmental Defects, and (d) supporting documents If, prior to the Closing, Purchaser and reasonably necessary for Seller to verify have not agreed on the existence validity of one or more Environmental Defects asserted in accordance with this Section 5.6 or on the amount of the alleged Environmental Defect Values thereof, with respect to each such Environmental Defect, either (i) Seller may elect to exclude the Subject Interests affected by one or more of such Environmental Defects from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Values thereof, or (ii) the dispute(s) with respect to Environmental Defects affecting Subject Interests that Seller does not so elect to exclude (“Environmental Disputes”) shall be submitted to arbitration pursuant to the provisions of Article V and, at the election of Seller, the Closing may be delayed until such arbitration is concluded; provided that it is understood that at any xxxx Xxxxxx may elect to accept an Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices Value asserted with respect to any thereto in full settlement for such Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim DateDefect.

Environmental Defects. If Buyer determines that with respect (a) Not later than five (5) Business Days prior to the Asset there exists an Closing Date, the Purchaser shall give the Vendors written notice of any Material Environmental Condition (other than with respect Defects that the Purchaser does not waive; provided if such notice is not received at any time at or before 4:00 p.m., Calgary time on such day, the Environmental condition of the WCBU Assets for which WCBU Environmental Liabilities was disclosed in the Data Room Information or for which access to asbestosfiles was requested by Purchaser and provided by Vendors without a follow up site visit shall be deemed to be acceptable to the Purchaser for purposes of this Agreement. The Purchaser further agrees that notice of all Material Environmental Defects shall be provided in writing to the Vendors at the earliest time at which they are discovered. Such notice shall specify such Material Environmental Defects in reasonable detail, asbestos containing materialsthe WCBU Assets directly affected thereby, or NORM, and excluding any matter set forth on Schedule 6.10) the bona fide value (in US Dollars) allocated by the Purchaser, acting reasonably, to the affected WCBU Assets and the bona fide amount (in US Dollars), in the Purchaser’s opinion, acting reasonably, by which the value of each case, an affected Asset has been reduced by such Material Environmental Defect and taking into account the likelihood that such Material Environmental Defect will manifest itself (the “Environmental DefectDefect Value”), then reasonable detail as to how such Environmental Defect Value was calculated and the Purchaser’s requirements for the rectification or curing thereof. (b) Subject to Clauses 8.5(a) and 8.6, where the aggregate amount of the Environmental Defect Value of the Material Environmental Defects described in Purchaser’s notice is: (i) less than or equal to the Threshold Amount, the Purchaser shall be deemed to have permanently waived the Material Environmental Defects described in Purchaser’s notice and the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such Material Environmental Defects; (ii) greater than the Threshold Amount but less than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), the Purchaser may elect by written notice to the Vendors not later than two (2) Business Days before the Closing Date to either: (A) permanently waive the Material Environmental Defects described in Purchaser’s notice and proceed with Closing without an adjustment to the Purchase Price; or (B) not waive the Material Environmental Defects described in Purchaser’s notice, in which case the Vendors shall use commercially reasonable efforts, within forty-five (45) days after the Closing Date subject to surface and other access restrictions, to commence and thereafter diligently pursue efforts to cure such Material Environmental Defects, provided that the Vendors may, but shall not be required to, make any payment or expend any monies to cure such Material Environmental Defects. If after Vendors’ efforts to cure such Material Environmental Defects, the Environmental Defect Value of the Material Environmental Defects described in Purchaser’s notice which have not been cured to the Purchaser’s reasonable satisfaction on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Closing Date (the “Uncured Environmental Defect that sets forth the information required by this Section 3.17 Defects”): (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein 1) is less than or equal to the contraryThreshold Amount, Buyer the Purchaser shall be deemed to have permanently waived any the Uncured Environmental Defects and the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such Uncured Environmental Defects; (2) continues to exceed the Threshold Amount but are less than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), the Purchase Price shall, subject to Clause 15.2(b)(i), 15.2(c) and 12.5(d)(iii) be reduced on a dollar for dollar basis, by the amount of the aggregate Environmental Defect Value of all Uncured Environmental Defects up to twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), whereupon such adjustments shall be Purchaser’s sole and absolute remedy under this Agreement in respect of such Uncured Environmental Defects, all Uncured Environmental Defects shall be deemed to have been cured for all purposes of this Agreement, and the Parties shall proceed with Closing with the Purchase Price adjusted accordingly, provided that Buyer fails if Vendors cure all or any portion of the Uncured Environmental Defects for which the Purchase Price was adjusted, prior to timely the date that is six (6) months from the Closing Date, Vendors shall be entitled to recover the portion of the Purchase Price reduced by the Uncured Environmental Defects at Closing that is then cured, subject to Clause 15.2(b)(i) and properly assert as an 15.2(c); or (iii) greater than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), (either before or after Vendors’ efforts to cure such Material Environmental Defect by an Environmental Defect Notice received by Seller on Defects), then either Party may elect, at or before the Defect Claim Closing Date. To , to terminate this Agreement in its entirety, in which case the Parties shall be effectivereleased and discharged from all further obligations arising under this Agreement except with respect to rights and obligations arising pursuant to Clauses 3.2, 8.3 and 18.1. (c) Failure by either Party to make an election in respect of Clause 8.5(b)(ii) or Clause 8.5(b)(iii) at or before the time specified therein shall be deemed to be an election by the Purchaser to complete the Transaction without an adjustment to the Purchase Price on account of such Uncured Environmental Defects, and in such case Purchaser agrees to have permanently waived all Uncured Environmental Defects for purposes of this Agreement. (d) If the Parties do not agree, for purposes of Clause 8.5(b), on the existence of a Material Environmental Defect Notice must set forth (a) a clear description or the Environmental Defect Value of the matter constituting the alleged an Uncured Environmental Defect, (b) or whether the Vendors efforts to cure such Material Environmental Defect are effective, such dispute may be resolved in accordance with Clause 15.2(b)(ii). No such dispute shall result in a description delay of each Asset (or portion thereof) affected the Closing Date, unless the aggregate Title Defect Values asserted by the alleged Purchaser, together with the aggregate of all Environmental DefectDefect Values and Losses and Liabilities represented by all Material Undisclosed Claims asserted by the Purchaser, collectively, exceed twenty-five percent (c25%) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim DateBase Purchase Price.

Environmental Defects. If (a) Buyer determines that with respect may conduct an Environmental and Regulatory Assessment, subject to the Asset there exists an Environmental Condition (other than with respect requirements of Section 5.05, to asbestos, asbestos containing materials, determine if any violations of the representations or NORM, and excluding any matter set forth on Schedule 6.10) (warranties in each case, an “Environmental Defect”), then Section 3.14 exist. Buyer may assert a claim for a breach of Section 3.14 by delivering a claim notice or notices to the Seller on or before a date which is at least three (3) Business Days prior to the Defect Claim Closing Date, . Buyer may give Seller will use its commercially reasonable efforts to deliver a written notice preliminary claim for a breach of such Environmental Defect that sets forth the information required by this Section 3.17 3.14 (an a “Preliminary Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein ) for which Buyer’s diligence is reasonably complete as soon as Buyer determines that such a breach may exist, but in any case no later than the date that is three (3) Business Days prior to the contrary, Buyer shall be deemed to have waived Closing Date. The Parties acknowledge and agree that any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an such Preliminary Environmental Defect Notice received by Seller on or before will be in draft form and subject to further change and revision, and that the Defect Claim Date. To be effective, an delivery of a Preliminary Environmental Defect Notice must set forth by Buyer shall not be deemed a waiver of any other claims with respect to environmental matters. Each such notice shall be in writing and shall include: (a) a clear description of the matter constituting the alleged Environmental Defect, (bi) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, Defect(s); (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (dii) supporting documents and reasonably necessary for the Seller to verify the existence of the alleged Environmental Defect(s); and (iii) the amount by which Buyer reasonably believes the Purchase Consideration is reduced by the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. (b) Upon receipt of a Preliminary Environmental Defect Notice, Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure or remove at any time up to one (1) Business Days prior to Closing Date any alleged Environmental Defects that Buyer has identified to Seller. (c) The Purchase Consideration shall be reduced by an amount (the “Environmental Defect Amount”) equal to the estimated costs and expenses (determined as of the Closing Date) to come into compliance with applicable Environmental Laws or to address Liabilities subject to or arising from such Environmental Defect, consistent with applicable Environmental Laws taking into account that non-permanent remedies (including mechanisms to contain or stabilize Hazardous Materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls, or other appropriate restrictions on the industrial use of the property, caps, dikes, encapsulation, lechate collection systems, and the like) and, where applicable, to the satisfaction of the relevant Governmental Authorities. (d) The Seller and Buyer shall attempt to agree on all Environmental Defect Amounts by one (1) Business Days prior to the Closing Date. If the Seller and Buyer are unable to agree by that date, Buyer’s estimate shall be used to calculate the Purchase Consideration, and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary Amounts in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice dispute shall be deemed timely if received exclusively and finally resolved by Seller prior arbitration pursuant to Section 2.05(f). (e) Notwithstanding anything in the Defect Claim Dateforegoing paragraphs, this Section 2.08 shall not limit any rights that Buyer may have following Closing pursuant to Article VIII hereof.