Material Adverse Environmental Conditions. Buyer shall advise Seller of any material adverse environmental conditions of the Leases or Interests which it finds unacceptable and, if requested by Seller, provide evidence thereof on or before the end of the 10 day period provided for above. For the purposes of this section, a condition shall be material only if:
Material Adverse Environmental Conditions. During the Due Diligence Period, Buyer shall notify Seller in writing of any material and adverse environmental condition of the Assets which it finds unacceptable (“Material Condition”) and provide evidence thereof as soon as possible after discovering such Material Condition. For the purpose of this Section, a Material Condition shall not include the reasonable costs of plugging, abandonment and restoration attributable to the Assets and shall be “material” and adverse only if (a) it is required to be remediated under applicable environmental laws or (b) involves damages to the owner of the surface or subsurface of the Interests or adjoining lands, waterways and aquifers and (c) the cost to remediate said conditions to levels required by applicable environmental laws or reasonably compensate the owner for damages to the surface or subsurface will exceed Twenty-Five Thousand and No/100 Dollars (US $25,000) per property. Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether or not Material Conditions exist, and shall not make any contact with any governmental authority or third party regarding same without written consent from the other Party unless so required by applicable law. Once the aggregate amount of all Material Conditions exceeds five percent (5%) of the Base Purchase Price, Seller may either: (a) remediate the Material Condition(s) to Buyer’s reasonable satisfaction and at Seller’s own cost and expense; or (b) agree with Buyer on an adjustment to the Base Purchase Price, which adjustment shall reflect the excess of the cost to remediate such Material Condition(s) over five percent (5%) of the Base Purchase Price; or (c) remove that portion of the Interests from the Interests being conveyed and adjust the Base Purchase Price accordingly. If the total of all Base Purchase Price adjustments due to Material Conditions exceeds five percent (5%) of the total Base Purchase Price, Seller or Buyer may terminate this Agreement and have no further obligations hereunder other than for those obligations that expressly survive a termination hereof. If Seller and Buyer agree to an adjustment to the Base Purchase Price, said adjustment shall not reflect any costs to remediate beyond remediation required by applicable federal, state or local law. As to the Assets conveyed to Buyer at Closing, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUYER AGREES TO RELEASE THE SELLER INDEMNITEES FROM ANY AND AL...
Material Adverse Environmental Conditions. On or before the end of the environmental assessment period provided for in Section 6.01, Buyer shall notify Seller in writing of any material adverse environmental condition (as defined below) with respect to the Assets which it reasonably finds unacceptable, with such notice to be accompanied by supporting documentation and other evidence identifying in reasonable detail the nature and location of such condition. For the purpose of this Agreement, a “material adverse environmental condition” (“Condition”) means a condition that exists prior to the Effective Time, and only to the extent in existence as of the Effective Time, with respect to the air, land, soil, surface, subsurface strata, surface water, ground water or sediments which causes an Asset to be (a) in noncompliance with a contractual obligation existing as of the Effective Time, or (b) subject to immediate remediation in compliance with any Environmental Law (as defined in Section 10.01(b)) in effect as of the Effective Time, including investigation, site monitoring, containment, clean up, removal or restoration, but (with respect to both (a) and (b), above) only to the extent that (i) the Condition is not disclosed in the Seller’s Environmental Audit, (ii) the Condition was not otherwise known to Buyer prior to the execution of this Agreement, (iii) the cost of investigation, site monitoring, containment, clean up, removal or restoration associated with such Condition, in addition to any potential fines and penalties associated therewith, is reasonably expected to exceed, as to what would represent Seller’s share if Seller had not conveyed the Asset, a threshold of $35,000.00, and (iv) the cumulative cost of all Conditions qualifying under (i), (ii) and (iii) above, together with the value attributable to all Defective Interests in accordance with Article V, exceeds an aggregate deductible equal to Two Percent (2%) of the unadjusted Purchase Price; but excluding from such definition any Conditions which relate to (y) Excluded Assets, or (z) Plugging and Abandonment (as defined in Section 10.01(g)), except to the extent such a Condition is attributable to a well which was plugged or abandoned prior to the Effective Time. Buyer shall treat all information regarding any Condition as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without Seller’s written consent, unless required by applicable law. Upon receipt of...
Material Adverse Environmental Conditions. Subject to Buyer’s right to indemnification pursuant to Section 8.4(a):
Material Adverse Environmental Conditions. Subject to Xxxxx’s right to indemnification pursuant to Section 8.4(a):
