Common use of Environmental Due Diligence Examination Clause in Contracts

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant acceptable to Buyer in its sole discretion ("Buyer's Environmental Consultant"), to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("Buyer's Environmental Review"). No less than three Business Days prior to the proposed commencement date of Buyer's Environmental Review, Buyer shall notify the Company of the commencement of its Environmental Review and shall coordinate the locations of such activities with the Company. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's Environmental Review. The Company and the Subsidiary shall have the right to have representatives thereof present to observe Buyer's Environmental Review conducted in the Company Offices or on the Company's or the Subsidiary's properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable law, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable Law. Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company with prompt notice and the Company or the Subsidiary, at the Company's expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the Company, which Environmental Information shall become the sole property of the Company and the Subsidiary. Upon the Company's written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company without charge. (c) If Buyer or Buyer's Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; (ii) be received by the Company prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (iv) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not

Environmental Due Diligence Examination. (a) Buyer During the Examination Period, Seller shall have the right, or the right afford to cause Purchaser and its authorized Representatives (including an environmental consultant reasonably acceptable to Buyer in its sole discretion Seller ("Buyer's “Purchaser’s Environmental Consultant"”)) reasonable access, during normal business hours, to conduct the Oil and Gas Properties operated by Seller to the extent necessary for Purchaser (or Purchaser’s Environmental Consultant) to undertake a Phase I environmental site assessment performed pursuant to ASTM Standard E1527 and such additional environmental compliance and permitting assessments as Purchaser reasonably elects to conduct, including, but not limited to, an environmental review inspection of the Oil and Gas Properties on or near the Closing Date, provided Purchaser gives prior notice to Seller of any such desired assessments and further gives Seller a description of the nature and scope of the desired assessment (“Purchaser’s Environmental Review”). In conducting the Purchaser’s Environmental Review, without Seller’s prior written approval, neither Purchaser nor Purchaser’s Environmental Consultant may operate any equipment or conduct any testing or sampling of soil, groundwater, or other materials (including any testing or sampling for Hazardous Materials, Hydrocarbons or NORM). If the results of Purchaser’s Environmental Review documented in a written report issued by a qualified third party environmental consultant indicate the need for a Phase II assessment, and if Seller does not provide written approval to conduct such Phase II assessment within ten (10) days of the date on which Purchaser notifies Seller in writing that it desires to perform a Phase II assessment, including testing or sampling of soil, groundwater or other materials, then upon written notice to Seller prior to Closing, Purchaser may exclude the expiration affected Oil and Property from this transaction and the Purchase Price will be reduced by the Allocated Value of the Examination Period such Oil and Gas Property. ("Buyer's Environmental Review"). b) No less than three (3) Business Days prior to the proposed commencement date of Buyer's Purchaser’s Environmental Review, Buyer Purchaser shall notify the Company furnish Seller with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Company. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyeractivities. No Person, other than Buyer's Purchaser’s Environmental Consultant and Buyer's Purchaser’s employees may conduct Buyer's Purchaser’s Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof Representatives present to observe Buyer's Purchaser’s Environmental Review conducted in the Company Offices Seller’s Office or on the Company's or Oil and Gas Properties. Notwithstanding anything herein to the Subsidiary's properties. With respect to any samples taken in connection with Buyer's Environmental Reviewcontrary, the Company or the Subsidiary Purchaser shall not have access to, and shall not be permitted to take split samples. Buyer conduct any environmental due diligence of, any Oil and Gas Properties not operated by Seller to which Seller does not have the authority to grant access for such due diligence. (c) Pxxxxxxxx agrees to conduct Buyer's Purchaser’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Seller and in compliance with all Applicable Laws. Purchaser shall abide by Seller’s safety rules, regulations and Buyer operating policies while conducting Purchaser’s Environmental Review and, to the extent required by Seller, execute and deliver any reasonable access agreement of Seller. Purchaser shall exercise due care with respect to the Company's or the Subsidiary's Seller’s properties and their condition. The cost and expense of Purchaser’s Environmental Review, if any, shall be borne solely by Purchaser. (bd) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer Purchaser shall (and shall cause Buyer's Purchaser’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Purchaser’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer Purchaser shall not (and shall cause Buyer's Purchaser’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party Third Party without the prior written consent of Seller, unless Purchaser is required to do so pursuant to Environmental Law, in which case Purchaser shall provide notice of any such disclosure to Seller unless, in the Companyopinion of Purchaser’s counsel, except to the extent required by Applicable LawPurchaser is legally prohibited from providing such notice. Prior to the Closing, unless otherwise required by Applicable Law, Buyer Purchaser may use the Environmental Information only in connection with the transactions contemplated by this AgreementTransaction. If BuyerPurchaser, Buyer's Purchaser’s Environmental Consultant, if applicable, or any third party Person to whom Buyer Purchaser has provided any Environmental Information become Information, becomes legally compelled to disclose any of the Environmental Information, Buyer Purchaser, to the extent legally permitted, shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the Company's Seller’s expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the Company, which Environmental Information shall become the sole property of the Company and the Subsidiary. Upon the Company's Seller’s written request to BuyerPurchaser, Buyer Purchaser shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or Buyer's Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; (ii) be received by the Company prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (iv) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Seller ("“Buyer's ’s Environmental Consultant"”), to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("“Buyer's ’s Environmental Review"”). No less than three Business Days If not provided prior to the proposed commencement date of Buyer's Environmental Reviewhereof, Buyer shall notify the Company furnish Seller with an outline of the commencement proposed scope of its Environmental Review and shall coordinate environmental review of the locations of such activities with Properties promptly after the Companydate hereof. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's ’s Environmental Consultant and Buyer's ’s employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices Seller’s offices or on the Company's or the Subsidiary's Seller’s properties. With respect to any samples taken in connection with Buyer's ’s Environmental Review, the Company or the Subsidiary Seller shall be permitted to take split samples. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Seller and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's Seller’s properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law or Environmental Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless otherwise required by Applicable Law or Environmental Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the Company's Seller’s expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of the Company and the SubsidiarySeller. Upon the Company's Seller’s written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (iv) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not;

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant acceptable to Buyer in its sole discretion ("“Buyer's ’s Environmental Consultant"”), to conduct an a Phase I environmental review of the Properties prior to the expiration of the Examination Period ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to If during the proposed commencement date Examination Period Buyer’s Environmental Consultant notifies Buyer that a Phase II environmental review of Buyer's Environmental Reviewthe Properties is appropriate, Buyer shall notify promptly upon receipt of such notification, and in any event within five (5) Business Days thereof, give Seller written notice of such determination (the Company “Phase II Notification”), the Examination Period and the Defect Notification Date shall be extended for so long as is reasonably necessary for such Phase II environmental review to be conducted and the results thereof to evaluated and reported upon by Buyer’s Environmental Consultant (the “Phase II Extension”) and the Closing Date shall be extended for a like period of time; provided, however, that the Closing Date shall not be extended beyond November 1, 2014, without the written agreement of Seller and Buyer. As soon as is reasonably practicable after delivery of the commencement Phase II Notification, Buyer shall furnish Seller with Buyer’s Environmental Consultant’s outline of its Environmental Review and shall coordinate the proposed scope of such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Personperson, other than Buyer's ’s Environmental Consultant and Buyer's ’s employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices Seller’s respective offices or on the Company's or the Subsidiary's properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samplesProperties. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Seller and in compliance with the Basic Documents and all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's properties Properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law or Environmental Law as determined in the commercially reasonable discretion of Buyer and its counsel, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to notnot to) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless otherwise required by Applicable Law or Environmental Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this AgreementTransactions. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled either pursuant to subpoena or otherwise, or if Buyer in its discretion upon advice of counsel determines it is required, to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the Company's Seller’s expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of Seller and shall be kept fully confidential by Buyer and Buyer’s Environmental Consultant except as may be required by Applicable Law or Environmental Laws in the Company commercially reasonable discretion of Buyer and the Subsidiaryits counsel. Upon the Company's any Seller’s written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Period Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's ’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review, and (DC) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; and (ivv) set forth Buyer's ’s reasonable, good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has Seller have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Seller. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 9.5 shall be applicable. (d) Notwithstanding anything herein to the contrary, if Seller does not cure an Environmental Defect on or prior to the Closing, Buyer shall have the option, by notice in writing to Seller on or before the Closing, to (i) elect not to acquire the Property affected by the Environmental Defect, in which event such Property shall become an Excluded Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Property, (ii) acquire the Property affected by the Environmental Defect and, subject to Section 8.4, reduce the Purchase Price by the relevant Environmental Defect Value, or (iii) attempt to cure such Environmental Defect after the Closing in accordance with Section 8.4(c). (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Seller ("Buyer's Environmental Consultant"), to conduct an a Phase I environmental review assessment of the Properties prior and to conduct any further Phase I or other non-invasive environmental assessment of the Properties it deems appropriate, to the expiration of extent Seller has the Examination Period authority to grant such right to Buyer. ("Buyer's Environmental Review"). No less than three Business Days prior to the proposed commencement date of Buyer's Environmental Review, Buyer shall notify the Company furnish Seller with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof present to observe Buyer's Environmental Review conducted in the Company Offices Seller's offices or on the Company's or the SubsidiarySeller's properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Seller and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the SubsidiarySeller's properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the CompanySeller, except to the extent unless so required by Applicable Law). Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the CompanySeller's expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of the Company and the SubsidiarySeller. Upon the CompanySeller's written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or Buyer's Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; (ii) be received by the Company Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (ivv) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Seller. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) Buyer shall have the rightright to conduct, or the right to cause an environmental consultant acceptable to Buyer in its sole discretion ("Buyer's Environmental Consultant")) to conduct, to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("Buyer's Environmental Review"). No less than three Business Days prior to the proposed commencement date of Buyer's Environmental Review, Buyer shall notify the Company of the commencement of its Environmental Review and shall coordinate the locations of such activities with the Company. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer. No Person, other than provided that Buyer will not be charged for Seller’s time attributable to Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary shall have the right to have representatives thereof present to observe Buyer's Environmental Review conducted in the Company Offices or on the Company's or the Subsidiary's properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary Buyer shall be permitted to take split samples, providing one of each such sample, properly labeled and identified, to Seller. Seller shall cooperate in all reasonable respects with Buyer agrees to conduct facilitate Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's properties and their conditionReview. (b) Prior to the Closing, unless Unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless Unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the Subsidiarysufficiently prior to any such disclosure so as to allow Seller, at the CompanySeller's expense, may to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of the Company and the SubsidiarySeller. Upon the Company's written request to receipt from Buyer’s Environmental Consultant or upon Buyer’s preparation, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or and/or Buyer's Environmental Consultant, if applicable, discovers any On-site Environmental Defect (as herein defined) affecting the Properties or any Off-site Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; , (ii) be received by the Company Seller prior to the expiration of the Examination Period; , (iii) describe the Environmental Defect in reasonable detail, including in the case of any On-site Environmental Defect, (A) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (B) a separate, reasonably specific citation of the provisions of Applicable Environmental Laws alleged to be violated and the related facts that substantiate such violation, (iv) in the case of any On-site Environmental Defect, identify the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (Cv) in the written conclusion case of Buyer's any On-site Environmental ConsultantDefect, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe set forth the procedures recommended to correct, eliminate or pay correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; , and (ivvi) set forth Buyer's a good faith estimate of the Environmental Defect ValueAmount, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected this Section 8.2 as the remedy therefor. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the Environmental Defect Amount attributable to such Environmental Defect, the provisions of Section 12.1 shall be applicable. Any matters that may otherwise constitute Environmental Defects, but of which the Company Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.2, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (d) If any Environmental Defect described in a notice delivered and agreed to in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to this Section 8.2 and the rights of Seller under Section 12.1, by the Environmental Defect Amount of such Environmental Defect. (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) During the Examination Period, Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Sellers ("“Buyer's ’s Environmental Consultant"”), to conduct an a Phase I environmental review assessment of the Properties prior and to conduct any further Phase I or other non-invasive environmental assessment of the Properties it deems appropriate, to the expiration of extent Sellers have the Examination Period authority to grant such right to Buyer ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to the proposed commencement date of Buyer's ’s Environmental Review, Buyer shall notify the Company furnish Sellers with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's ’s Environmental Consultant and Buyer's employees ’s employees, may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary Sellers shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices Sellers’ offices or on the Company's or the Subsidiary's Sellers’ properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Sellers and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's Sellers’ properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent Sellers (unless so required by under Applicable Law). Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Sellers with prompt notice and the Company or the SubsidiarySellers, at the Company's Sellers’ expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySellers, which Environmental Information shall become the sole property of the Company and the SubsidiarySellers. Upon the Company's Sellers’ written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Sellers without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period), Buyer shall notify the Company Sellers prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's ’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; and (ivv) set forth Buyer's ’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has Sellers have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Sellers shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Sellers. If Sellers and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) Buyer shall have the rightright to conduct, or the right to cause an environmental consultant acceptable to Buyer in its sole discretion ("“Buyer's ’s Environmental Consultant")”) to conduct, to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to the proposed commencement date of Buyer's Environmental Review, Buyer shall notify the Company of the commencement of its Environmental Review and shall coordinate the locations of such activities with the Company. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than provided that Buyer will not be charged for Seller’s time attributable to Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary shall have the right to have representatives thereof present to observe Buyer's Environmental Review conducted in the Company Offices or on the Company's or the Subsidiary's properties. With respect to any samples taken in connection with Buyer's ’s Environmental Review, the Company or the Subsidiary Buyer shall be permitted to take split samples, providing one of each such sample, properly labeled and identified, to Seller. Seller shall cooperate in all reasonable respects with Buyer agrees to conduct facilitate Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's properties and their conditionReview. (b) Prior to the Closing, unless Unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless Unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the Subsidiarysufficiently prior to any such disclosure so as to allow Seller, at the Company's Seller’s expense, may to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of the Company and the SubsidiarySeller. Upon the Company's written request to receipt from Buyer’s Environmental Consultant or upon Buyer’s preparation, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or and/or Buyer's ’s Environmental Consultant, if applicable, discovers any On-site Environmental Defect (as herein defined) affecting the Properties or any Off-site Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; , (ii) be received by the Company Seller prior to the expiration of the Examination Period; , (iii) describe the Environmental Defect in reasonable detail, including in the case of any On-site Environmental Defect, (A) the written conclusion of Buyer’s Environmental Consultant, if applicable, that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, and (B) a separate, reasonably specific citation of the provisions of Applicable Environmental Laws alleged to be violated and the related facts that substantiate such violation, (iv) in the case of any On-site Environmental Defect, identify the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (Cv) in the written conclusion case of Buyer's any On-site Environmental ConsultantDefect, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe set forth the procedures recommended to correct, eliminate or pay correct the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; , and (ivvi) set forth Buyer's a good faith estimate of the Environmental Defect ValueAmount, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected this Section 8.2 as the remedy therefor. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the Environmental Defect Amount attributable to such Environmental Defect, the provisions of Section 12.1 shall be applicable. Any matters that may otherwise constitute Environmental Defects, but of which the Company Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.2, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing. (d) If any Environmental Defect described in a notice delivered and agreed to in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to this Section 8.2 and the rights of Seller under Section 12.1, by the Environmental Defect Amount of such Environmental Defect. (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Seller ("Buyer's Environmental Consultant"), to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("Buyer's Environmental Review"). No less than three Business Days 48 hours prior to the proposed commencement date of Buyer's Environmental Review, Buyer shall notify the Company furnish Seller with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof present to observe Buyer's Environmental Review conducted in the Company Offices Seller's offices or on the Company's or the SubsidiarySeller's properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary Seller shall be permitted to take split samples. Buyer agrees to conduct Buyer's Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Seller and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the SubsidiarySeller's properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law or Environmental Laws, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any any (c) Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless otherwise required by Applicable Law or Environmental Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the CompanySeller's expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySeller, which Environmental Information shall become the sole property of the Company and the SubsidiarySeller. Upon the CompanySeller's written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (cd) If Buyer or Buyer's Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; (ii) be received by the Company Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, and (B) if applicable, 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, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (iv) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Seller. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. Notwithstanding the foregoing, Buyer retains the right to assert that any offered written undertaking by Seller is insufficient to constitute an actual cure of an Environmental Defect and Buyer possesses the right to reject such offered undertaking. (e) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Value of such Environmental Defect. (f) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) During the Examination Period, Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Sellers ("“Buyer's ’s Environmental Consultant"”), to conduct an a Phase I environmental review assessment of the Properties prior and to conduct any further Phase I or other non-invasive environmental assessment of the Properties it deems appropriate, to the expiration of extent Sellers have the Examination Period authority to grant such right to Buyer. ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to the proposed commencement date of Buyer's ’s Environmental Review, Buyer shall notify the Company furnish Sellers with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's ’s Environmental Consultant and Buyer's ’s employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary Sellers shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices Sellers’ offices or on the Company's or the Subsidiary's Sellers’ properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Sellers and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's Sellers’ properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent Sellers (unless so required by under Applicable Law). Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Sellers with prompt notice and the Company or the SubsidiarySellers, at the Company's Sellers’ expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySellers, which Environmental Information shall become the sole property of the Company and the SubsidiarySellers. Upon the Company's Sellers’ written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Sellers without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period), Buyer shall notify the Company Sellers prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's ’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; and (ivv) set forth Buyer's ’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has Sellers have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Sellers shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Sellers. If Sellers and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 8.2:

Environmental Due Diligence Examination. (a) Buyer shall have the right, or the right to cause an environmental consultant acceptable to Buyer in its sole discretion consultant(s) ("Buyer's Environmental Consultant"), to conduct an environmental review of the Properties prior to the expiration of the Examination Period ("Buyer's Environmental Review"). No less than three Business Days ; provided, however, that Buyer's environmental and physical examination, investigation and assessment of the Properties may not, without the prior written consent of Seller, not to be unreasonably withheld, include any soil or water tests or borings or other invasive tests or examinations with respect to the proposed commencement date of Buyer's Environmental ReviewProperties. Seller shall make, Buyer and shall notify cause the Company and the Subsidiaries to make, all of their records, employees, and physical assets available to the commencement of its Buyer and Buyer’s Environmental Review Consultant for inspection and shall coordinate review, to allow the locations of such activities with the CompanyBuyer to conduct a reasonable and appropriate environmental inquiry and due diligence investigation. The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's Environmental Consultant and Buyer's employees may conduct Buyer's Environmental Review. The Company and the Subsidiary Seller shall have the right to have representatives thereof (including personnel of the Company and/or the Subsidiaries) present to observe Buyer's Environmental Review conducted in the Company Offices or on the Company's or the Subsidiary's propertiesReview. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary Seller shall be permitted to take split samples. Buyer agrees to conduct Buyer's Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Subsidiaries and in compliance with all Applicable Laws, Laws and Buyer shall exercise due care with respect to the Company's or the Subsidiary's Subsidiaries' properties and their condition. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent required by Applicable LawSeller. Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer (pursuant to the terms of this Agreement) has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Seller with prompt notice and the Company or the SubsidiarySeller, at the Company's its expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall (1) deliver the Environmental Information to Seller, (2) destroy all copies thereof in Buyer’s possession (other than information in Buyer’s standard computer back-up archive provided such back-up copies shall not be accessed), except to the Company, which extent such destruction is prohibited by Applicable Law and (3) not disclose such Environmental Information shall become the sole property of the Company and the Subsidiaryto any other Person, except for disclosures required by Applicable Law. Upon the Company's Seller’s written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Seller without charge. (c) If Buyer or Buyer's Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify the Company prior to the expiration of the Examination Period Seller of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing; (ii) be received by the Company Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Properties affected by or associated with such Environmental Defect, and if applicable, identify with reasonable specificity the provisions of the Environmental Laws alleged to be violated and summarize the related facts that substantiate such violation; (Biv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect; and (v) set forth Buyer's good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 9.2. With respect to Environmental Defect(s) alleged by Buyer, upon Seller’s request, Buyer will promptly deliver to Seller: (A) if applicable, 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, (B) all sampling results and other applicable data, (C) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, exist and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iii) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable; and (iv) . Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth Buyer's good faith estimate in Section 9.2(d), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Seller. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect ValueValue attributable thereto or, including if Seller elects to cure the basis for such estimate. Any matters that may otherwise constitute Environmental DefectsDefect, but the Seller and Buyer are unable to agree upon the remedy, the provisions of which the Company has not been specifically notified by Buyer Section 9.4 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 9.2 is not cured on or before the foregoingClosing, together with any environmental matter that does notthen the Purchase Price shall be reduced, subject to Section 9.3, by the Environmental Defect Value of such Environmental Defect. As used in this Section 9.2:

Environmental Due Diligence Examination. (a) During the Examination Period, Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion Sellers ("“Buyer's ’s Environmental Consultant"”), to conduct an a Phase I environmental review assessment of the Oil and Gas Properties prior and to conduct any further Phase I or other non-invasive environmental assessment of the Oil and Gas Properties it deems appropriate, to the expiration of extent Sellers have the Examination Period authority to grant such right to Buyer. ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to the proposed commencement date of Buyer's ’s Environmental Review, Buyer shall notify furnish Sellers written notice specifying the Company nature of the commencement of its Environmental Review review and shall coordinate the estimated times and locations of such activities with the CompanyBuyer’s site assessments. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's ’s Environmental Consultant and Buyer's ’s employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary Sellers shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices Sellers’ offices or on the Company's or the Subsidiary's Sellers’ properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary Sellers and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's Sellers’ properties and their condition. If the initial environmental assessment of Buyer’s Environmental Consultant indicates the existence of a potential materially adverse environmental condition or Substantial Environmental Concern respecting any of the Oil and Gas Properties, Buyer shall notify Sellers and coordinate with Sellers all activities relating to a Phase II or additional environmental assessment of such Oil and Gas Property, unless Sellers elect to exclude the affected Oil and Gas Property from the sale contemplated by this Agreement, in which event the Purchase Price shall be reduced by the Allocated Value of the excluded Oil and Gas Property. (b) Prior to the Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent Sellers (unless so required by under Applicable Law). Prior to the Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company Sellers with prompt notice and the Company or the SubsidiarySellers, at the Company's Sellers’ expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to the CompanySellers, which Environmental Information shall become the sole property of the Company and the SubsidiarySellers. Upon the Company's Sellers’ written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company Sellers without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period), Buyer shall notify the Company Sellers prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific Oil and Gas Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's ’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review, and (D) if feasible and applicablespecified in the report of Buyer’s Environmental Consultant, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; and (ivv) set forth Buyer's ’s good faith estimate of the Environmental Defect Value, including the basis for such estimate; and (vi) indicate if the Environmental Defect represents a Substantial Environmental Concern in the opinion of Buyer’s Environmental Consultant. Any matters that may otherwise constitute Environmental Defects, but of which the Company has Sellers have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Sellers shall have the option, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing, at the sole cost and expense of Sellers. If Sellers and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to Sections 8.3 and 8.5, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Article VIII:

Environmental Due Diligence Examination. (a) During the Examination Period, Buyer shall have the right, or the right to cause an environmental consultant reasonably acceptable to Buyer in its sole discretion LP Sellers ("“Buyer's ’s Environmental Consultant"”), to conduct an a Phase I environmental review assessment of the LP Properties prior and to conduct any further Phase I or other non-invasive environmental assessment of the LP Properties it deems appropriate, to the expiration of extent LP Sellers have the Examination Period authority to grant such right to Buyer. ("“Buyer's ’s Environmental Review"”). No less than three Business Days prior to the proposed commencement date of Buyer's ’s Environmental Review, Buyer shall notify the Company furnish LP Sellers with an outline of the commencement proposed scope of its Environmental Review and shall coordinate such review, including the locations of such activities with the Companyactivities. The cost and expense of Buyer's ’s Environmental Review, if any, shall be borne solely by Buyer. No Person, other than Buyer's ’s Environmental Consultant and Buyer's ’s employees may conduct Buyer's ’s Environmental Review. The Company and the Subsidiary LP Sellers shall have the right to have representatives thereof present to observe Buyer's ’s Environmental Review conducted in the Company Offices LP Sellers’ offices or on the Company's or the Subsidiary's LP Sellers’ properties. With respect to any samples taken in connection with Buyer's Environmental Review, the Company or the Subsidiary shall be permitted to take split samples. Buyer agrees to conduct Buyer's ’s Environmental Review in a manner so as not to unduly interfere with the business operations of the Company or the Subsidiary LP Sellers and in compliance with all Applicable Laws, and Buyer shall exercise due care with respect to the Company's or the Subsidiary's LP Sellers’ properties and their condition. (b) Prior to the LP Closing, unless otherwise required by applicable lawApplicable Law, Buyer shall (and shall cause Buyer's ’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's ’s Environmental Review and any reports or data generated from such review (the "“Environmental Information"”), and Buyer shall not (and shall cause Buyer's ’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of the Company, except to the extent LP Sellers (unless so required by under Applicable Law). Prior to the LP Closing, unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's ’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide the Company LP Sellers with prompt notice and the Company or the SubsidiaryLP Sellers, at the Company's LP Sellers’ expense, may file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the LP Closing, Buyer shall deliver the Environmental Information to the CompanyLP Sellers, which Environmental Information shall become the sole property of the Company and the SubsidiaryLP Sellers. Upon the Company's LP Sellers’ written request to Buyer, Buyer shall provide copies of the Environmental Information to the Company LP Sellers without charge. (c) If Buyer or Buyer's ’s Environmental Consultant, if applicable, discovers any Environmental Defect (as herein defined) prior to the expiration of the Examination Period), Buyer shall notify the Company LP Sellers prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "“Environmental Defect Notice"”) must (i) be in writing; (ii) be received by the Company LP Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonable detail, including (A) the specific LP Properties affected by or associated with such Environmental Defect, (B) if applicable, 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, (C) the written conclusion of Buyer's ’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review, and (D) if feasible and applicable, a separate, reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iiiiv) describe the procedures recommended to correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant, if applicable; and (ivv) set forth Buyer's ’s good faith estimate of the Environmental Defect Value, including the basis for such estimate. Any matters that may otherwise constitute Environmental Defects, but of which the Company has LP Sellers have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does notnot constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, LP Sellers shall have the option, in addition to the remedy set forth in Section 8.4(c), but not the obligation, to attempt to cure such Environmental Defect at any time prior to the LP Closing, at the sole cost and expense of LP Sellers. If LP Sellers and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the amount of the Environmental Defect Value attributable thereto, the provisions of Section 8.3 shall be applicable. (d) If any Environmental Defect described in a notice delivered in accordance with Section 8.2 is not cured on or before the LP Closing, then the Purchase Price shall be reduced, subject to Section 8.4, by the Environmental Defect Value of such Environmental Defect. (e) As used in this Section 8.2: