Common use of Environmental Schedules Updates Clause in Contracts

Environmental Schedules Updates. (a) During the Interim Period, Purchaser commits to promptly disclose to Sellers any information (whether contained in any ESA report, discovered in connection with any Environmental Compliance Testing or otherwise) which could reasonably be construed to be a Breach of any of Sellers’ representations and warranties set forth in Section 5.20 of this Agreement (a “Stock Environmental Breach”), and shall describe with reasonably specificity all information relating thereto (a “Purchaser Stock Environmental Notice”). In addition to the foregoing, to the extent that Sellers become aware of any information which could reasonably be construed to be a Stock Environmental Breach, Sellers shall promptly provide written notice of such Stock Environmental Breach to Purchaser (which shall describe with reasonable specificity all information relating thereto) (a “Seller Stock Environmental Notice” and, together with a Purchaser Stock Environmental Notice, a “Stock Environmental Notice”). (b) Following delivery of a Stock Environmental Notice by either Party, Purchaser and Sellers shall negotiate in good faith to determine (i) whether the details described in the Stock Environmental Notice constitute a Stock Environmental Breach and (ii) if a Stock Environmental Breach exists or has occurred, the appropriate Stock Remedial Measures relating to such Stock Environmental Breach that should be added to Schedule 8.7(a). (c) If the Parties agree on (i) the existence or occurrence of a Stock Environmental Breach and (ii) the appropriate Stock Remedial Measures relating to such Stock Environmental Breach to be added to Schedule 8.7(a), then Schedule 5.20 shall be updated to reflect the information regarding the Stock Environmental Breach and Schedule 8.7(a) shall be updated to reflect the agreed-upon Stock Remedial Measures relating to such Stock Environmental Breach. (d) If the Parties are unable to agree on (i) the existence or occurrence of a Stock Environmental Breach or (ii) the appropriate Stock Remedial Measures relating to such Stock Environmental Breach to be added to the applicable Schedule 8.7(a), then Schedule 5.20 will not be updated with the information regarding the Stock Environmental Breach and, in the event that the transactions contemplated herein close, Purchaser will retain the right to pursue a claim for indemnification based on the Stock Environmental Breach post-Closing.

Environmental Schedules Updates. (a) During the Interim Period, Purchaser commits to promptly disclose to Sellers Seller any information (whether contained in any ESA report, discovered in connection with any Environmental Compliance Testing or otherwise) which could reasonably be construed to be a Breach of any of Sellers’ Seller’s representations and warranties set forth in Section 5.20 5.11 of this Agreement (a “Stock Property Environmental Breach”), and shall describe with reasonably specificity all information relating thereto (a “Purchaser Stock Property Environmental Notice”). In addition to the foregoing, to the extent that Sellers become Seller becomes aware of any information which could reasonably be construed to be a Stock Property Environmental Breach, Sellers Seller shall promptly provide written notice of such Stock Property Environmental Breach to Purchaser (which shall describe with reasonable specificity all information relating thereto) (a “Seller Stock Property Environmental Notice” and, together with a Purchaser Stock Property Environmental Notice, a “Stock Property Environmental Notice”). (b) Following delivery of a Stock Property Environmental Notice by either any Party, Purchaser and Sellers Seller shall negotiate in good faith to determine determine (i) whether the details described in the Stock Property Environmental Notice constitute a Stock Property Environmental Breach and (ii) if a Stock Property Environmental Breach exists or has occurred, the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach that should be added to Schedule 8.7(a8.5(a). (c) If the Parties agree on (i) the existence or occurrence of a Stock Property Environmental Breach and (ii) the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach to be added to Schedule 8.7(a8.5(a), then Schedule 5.20 5.11 shall be updated to reflect the information regarding the Stock Property Environmental Breach and Schedule 8.7(a8.5(a) shall be updated to reflect the agreed-upon Stock Property Remedial Measures relating to such Stock Property Environmental Breach. (d) If the Parties are unable to agree on (i) the existence or occurrence of a Stock Property Environmental Breach or (ii) the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach to be added to the applicable Schedule 8.7(a), 8.5(a) then Schedule 5.20 5.11 will not be updated with the information regarding the Stock Property Environmental Breach and, in the event that the transactions contemplated herein close, Purchaser will retain the right to pursue a claim for indemnification based on the Stock Property Environmental Breach post-Closing.

Environmental Schedules Updates. (a) During the Interim Period, Purchaser commits to promptly disclose to Sellers Seller any information (whether contained in any ESA report, discovered in connection with any Environmental Compliance Testing or otherwise) which could reasonably be construed to be a Breach of any of Sellers’ Seller’s representations and warranties set forth in Section 5.20 5.11 of this Agreement (a “Stock Property Environmental Breach”), and shall describe with reasonably specificity all information relating thereto (a “Purchaser Stock Property Environmental Notice”). In addition to the foregoing, to the extent that Sellers become Seller becomes aware of any information which could reasonably be construed to be a Stock Property Environmental Breach, Sellers Seller shall promptly provide written notice of such Stock Property Environmental Breach to Purchaser (which shall describe with reasonable specificity all information relating thereto) (a “Seller Stock Property Environmental Notice” and, together with a Purchaser Stock Property Environmental Notice, a “Stock Property Environmental Notice”). (b) Following delivery of a Stock Property Environmental Notice by either any Party, Purchaser and Sellers Seller shall negotiate in good faith to determine (i) whether the details described in the Stock Property Environmental Notice constitute a Stock Property Environmental Breach and (ii) if a Stock Property Environmental Breach exists or has occurred, the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach that should be added to Schedule 8.7(a8.5(a). (c) If the Parties agree on (i) the existence or occurrence of a Stock Property Environmental Breach and (ii) the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach to be added to Schedule 8.7(a8.5(a), then Schedule 5.20 5.11 shall be updated to reflect the information regarding the Stock Property Environmental Breach and Schedule 8.7(a8.5(a) shall be updated to reflect the agreed-upon Stock Property Remedial Measures relating to such Stock Property Environmental Breach. (d) If the Parties are unable to agree on (i) the existence or occurrence of a Stock Property Environmental Breach or (ii) the appropriate Stock Property Remedial Measures relating to such Stock Property Environmental Breach to be added to the applicable Schedule 8.7(a), 8.5(a) then Schedule 5.20 5.11 will not be updated with the information regarding the Stock Property Environmental Breach and, in the event that the transactions contemplated herein close, Purchaser will retain the right to pursue a claim for indemnification based on the Stock Property Environmental Breach post-Closing.