Common use of Environmental Threshold and Deductibles Clause in Contracts

Environmental Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price or other remedies provided by SM for (i) any individual Environmental Defect for which the Remediation Amount does not exceed $50,000 (“Individual Environmental Threshold”), or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM or (2) Environmental Defect Properties that SM retains pursuant to Section 7.1(b)(iii)), plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to Title Defects cured by SM), exceeds the Aggregate Deductible, after which point Buyer shall only be entitled to adjustments to the Purchase Price with respect to such Environmental Defects in excess of the Aggregate Deductible. For the avoidance of doubt, if SM retains any Asset pursuant to Section 7.1(b)(iii), the Purchase Price shall be reduced by the Allocated Value of such retained Asset and the Remediation Amount for the Environmental Defect relating to such retained Asset will not be counted towards the Aggregate Deductible (after the consideration of the other amounts applied against the Aggregate Deductible).

Environmental Threshold and Deductibles. Notwithstanding anything to the contrary, in no event shall there be any adjustments to the Purchase Price Carried Cost Obligation or other remedies provided by SM for (i) any individual Environmental Defect for which the Remediation Amount does not exceed $50,000 (“Individual Environmental Threshold”), or (ii) any Environmental Defect for which the Remediation Amount exceeds the Individual Environmental Threshold, unless the sum of (A) the aggregate Remediation Amounts of all such Environmental Defects that exceed the Individual Environmental Threshold (excluding any Remediation Amounts attributable to (1) Environmental Defects cured by SM or (2) Environmental Defect Properties that Defects for which SM retains indemnifies Mitsui pursuant to Section 7.1(b)(iii5.1(c)(ii)), ) plus (B) the aggregate Title Defect Amounts of all Title Defects that exceed the Individual Title Defect Threshold (excluding any Title Defect Amounts attributable to (1) Title Defects cured by SMSM or (2) Title Defects for which SM indemnifies Mitsui pursuant to Section 4.2(d)(ii)), exceeds the Aggregate Deductible, after which point Buyer Mitsui shall only be entitled to indemnification or adjustments to the Purchase Price Carried Cost Obligation with respect to such Environmental Defects Remediation Amounts in excess of the Aggregate Deductible. For the avoidance of doubt, if SM retains (x) the Aggregate Deductible has been exceeded as set forth above and Mitsui is therefore entitled to a remedy for Remediation Amounts in excess of the Aggregate Deductible, and (y) the Parties mutually select the remedy set forth in Section 5.1(c)(ii) with respect to any Asset pursuant to Section 7.1(b)(iii)such Remediation Amounts in excess of the Aggregate Deductible, the Purchase Price shall be reduced by the Allocated Value of such retained Asset and then, as set forth above, the Remediation Amount for the such Environmental Defect relating (but only to such retained Asset the extent of the Remediation Amount subject to the indemnity) will not no longer be counted towards the computation of (a) whether the Aggregate Deductible has been exceeded, and (after b) any adjustments to the consideration of the other amounts applied against the Aggregate Deductible)Carried Cost Obligation.