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 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 Datesuch two (2) week period.

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 that notwithstanding this sentence. Sellers shall have the right, but not the obligation, to remediate, to the satisfaction of Buyer, any asserted Environmental Defect Notice shall be deemed timely if received by Seller 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 Defect Claim Daterequirements of Environmental Laws in a timely fashion for the type of Remediation that Sellers elect to undertake.

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 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 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 Buyer determines As soon as reasonably practicable (and on an ongoing basis), but no later than the Objection Deadline, the Purchaser may notify the Sellers in writing of any Environmental Defects. The Purchaser’s notice asserting Environmental Defects must include a reasonably detailed description and explanation (including any available supporting documentation) of each Environmental Defect claimed, the properties affected, and the value (net to the interest of the Company, its Subsidiaries or, in the case of Four Star, MBOW Four Star Corporation’s percentage equity interest in Four Star multiplied by Four Star’s interest, as applicable, in the affected property) that the Purchaser in good faith attributes to the Environmental Defect. The Purchaser and the Sellers shall meet periodically to attempt to agree on resolution with respect to Environmental Defects. The Sellers shall have the Asset there exists right, but not the obligation, to attempt, at their sole cost, to cure or remove any alleged Environmental Defects. Sellers’ election to attempt to cure an Environmental Condition (other than with respect Defect shall not constitute a waiver of Sellers’ right to asbestosdispute the existence, asbestos containing materialsnature, or NORMvalue of, and excluding or cost to cure, the Environmental Defect. In the event that any matter set forth on Schedule 6.10Environmental Defect(s) as to which the Purchaser has given the Sellers timely notice as provided in this Section 3(b) are not remedied or cured prior to Closing, then, subject to the other provisions of this Section 3, the Aggregate Purchase Price shall be reduced by the aggregate value of all such uncured Environmental Defects, taking into account the following (in each case, an “Environmental Defect”), then on or prior net 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 interest of the matter constituting Company, its Subsidiaries or, in the alleged case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable in the affected property): (1) the legal effect of the Environmental DefectDefects, including, but not limited to, potential fines and penalties which may be incurred until such time as the Environmental Defects are remedied; (b2) a description the potential economic effect of each Asset the Environmental Defects and the potential remedy over the life of the affected assets; (or portion thereof) affected by the alleged Environmental Defect, (c3) the estimated proportionate share attributable costs and expenses to correct such Environmental Defects in the Assets most cost effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as 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 use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), most cost effective manner reasonably available; and (d4) supporting documents and reasonably such other factors as are 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 Datemake a proper evaluation.

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.