Common use of Environmental Defects Clause in Contracts

Environmental Defects. Environmental Defects will be based on the inspections and assessments provided for set in Section 5.6. Prior to the Closing Date, at any time after the Notice of Defects, if Buyer has not agreed to waive such Defect and the Parties cannot otherwise agree on the amount of an adjustment or other remedy, Seller shall, subject to any of its rights to terminate this Agreement, at its sole election, and upon written notice to Buyer sent no later than the second Business Day before the Closing Date, either: (1) elect to delay, without penalty or liability, the Closing for thirty (30) days in order to cure or remediate or decide whether to elect to cure and remediate, the Defect at its own expense (under the terms and procedures set forth below); (2) adjust the Purchase Price allocation for a Property by a mutually acceptable amount reflecting Seller’s net proportionate share, based on its working interest, of the cost reasonably estimated to remediate the Environmental Defect (in the manner described below) affecting the Properties; (3) remove the affected Property from this Agreement and adjust the Purchase Price by the Allocated Value for the affected Property; or (4) elect to resolve the dispute under Section 16.11 of this Agreement.