Common use of Material Adverse Environmental Conditions Clause in Contracts

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: (a) it is required to be remedied under applicable environmental laws or any pertinent Lease or contract; and (b) it will cost in excess of $25,000.00 to remediate to levels required by applicable environmental laws, or pertinent Lease or contract. Buyer shall treat all information regarding any adverse environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent unless required by applicable law. Within 3 days after receipt of such notice with respect to each material adverse environmental condition, Seller may either: (a) Agree with Buyer on an adjustment to the purchase price which adjustment shall reflect the cost to remediate such condition; or (b) Agree to remediate such condition either before or after Closing, as agreed by the parties; or (c) Remove that portion of the Interests from the Interests being conveyed and adjust the purchase price accordingly. If Seller and Buyer agree to an adjustment to the purchase price, Buyer shall proceed to purchase the Interests including the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYER, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S FAILURE TO PROPERLY REMEDIATE IN ACCORDANCE WITH APPLICABLE LAW. 7.01

Material Adverse Environmental Conditions. During the Due Diligence Period, Buyer shall advise notify Seller in writing of any material and adverse environmental conditions condition of the Leases or Interests Assets which it finds unacceptable and, if requested by Seller, (“Material Condition”) and provide evidence thereof on or before the end of the 10 day period provided for aboveas soon as possible after discovering such Material Condition. For the purposes purpose of this sectionSection, a condition Material Condition shall not include the reasonable costs of plugging, abandonment and restoration attributable to the Assets and shall be material “material” and adverse only if: if (a) it is required to be remedied remediated under applicable environmental laws or any pertinent Lease or contract; and (b) it will involves damages to the owner of the surface or subsurface of the Interests or adjoining lands, waterways and aquifers and (c) the cost in excess of $25,000.00 to remediate said conditions to levels required by applicable environmental laws, laws or pertinent Lease reasonably compensate the owner for damages to the surface or contractsubsurface will exceed Twenty-Five Thousand and No/100 Dollars (US $25,000) per property. Buyer and Seller shall treat all information regarding any adverse environmental conditions as confidential, whether material or notnot Material Conditions exist, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent from the other Party unless so required by applicable law. Within 3 days after receipt Once the aggregate amount of such notice with respect to each material adverse environmental conditionall Material Conditions exceeds five percent (5%) of the Base Purchase Price, Seller may either: : (a) Agree 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 purchase price Base Purchase Price, which adjustment shall reflect the excess of the cost to remediate such conditionMaterial Condition(s) over five percent (5%) of the Base Purchase Price; or (b) Agree to remediate such condition either before or after Closing, as agreed by the parties; or (c) Remove remove that portion of the Interests from the Interests being conveyed and adjust the purchase price 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 purchase priceBase 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 shall proceed to purchase the Interests including the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYERat Closing, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR RELEASE THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER INDEMNITEES FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S ATTORNEYS’ FEES AND COSTS) IN CONNECTION WITH THE AN ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S BUYER’S FAILURE TO PROPERLY REMEDIATE SUCH CONDITION, EXCEPT ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) IN ACCORDANCE CONNECTION WITH APPLICABLE LAW. 7.01AN ENVIRONMENTAL CONDITION (I) ARISING OUT OF CONDITIONS, ACTS OR OMISSIONS OCCURRING DURING THE PERIOD OF TIME THAT SELLER OWNED THE ASSETS BUT EXCLUDING, IF THE TRANSACTIONS CONTEMPLATED HEREIN ARE CONSUMMATED, THE PERIOD BEGINNING AT THE EFFECTIVE TIME AND ENDING AT CLOSING (EXCEPT AS PROVIDED IN SECTION 10.2) AND (II) ASSERTED AGAINST SELLER OR BUYER WITHIN TWELVE (12) MONTHS OF THE CLOSING OF THE SALE CONTEMPLATED BY THIS AGREEMENT.

Material Adverse Environmental Conditions. Subject to Buyer’s right to indemnification pursuant to Section 8.4(a): (a) Buyer shall advise notify Seller of any material adverse environmental conditions condition of the Leases or Interests which it Assets that Buyer finds unacceptable and, and provide reasonable documentation of such condition to Seller. An Environmental Condition is a material adverse environmental condition (“Material Adverse Environmental Condition”) only if requested by Seller, provide evidence thereof on or before all the end of the 10 day period provided for above. For the purposes of this section, a condition shall be material only iffollowing criteria are met: (ai) it Seller receives Buyer’s notice no later than 5:00 p.m. Central Time on the third (3rd) Business Day prior to the Closing Date (the “Environmental Deadline Date”); (ii) The Environmental Condition is required to be remedied remediated on the Effective Time under applicable environmental laws or any pertinent Lease or contractthe Environmental Laws in effect on the Effective Time; and (biii) it will Seller’s share of the total cost in excess of $25,000.00 to remediate (A) an individual Environmental Condition is reasonably estimated by Buyer to be more than Twenty Thousand Dollars ($20,000.00) or (B) all individual Environmental Conditions, when taken as a whole, is reasonably estimated by Buyer to be more than Eighty Thousand Dollars ($80,000.00), in each case to levels required by applicable environmental laws, or pertinent Lease or contract. Buyer shall treat all information regarding any adverse environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent unless required by applicable law. Within 3 days after receipt of such notice with respect to each material adverse environmental condition, Seller may either: (a) Agree with Buyer Environmental Laws in effect on an adjustment to the purchase price which adjustment shall reflect the cost to remediate such condition; orEffective Time. (b) Agree With respect to Assets affected by a Material Adverse Environmental Condition, (i) Buyer shall elect to acquire the affected Asset and reduce the Cash Consideration by an amount reflecting the cost reasonably estimated by Buyer and Seller to remediate the Material Adverse Environmental Condition affecting such condition either before Asset or after (ii) if Buyer does not elect to acquire the affected Asset and in good faith believes the maximum cost to remediate a Material Adverse Environmental Condition is unquantifiable but in any event Seller’s share is reasonably expected to exceed $100,000 or exceeds the Allocated Value of the affected Asset, Seller shall retain the affected Asset and the Cash Consideration shall be reduced by the Allocated Value of such Asset subject, however, with respect to this clause (ii), to the right of Seller to elect prior to Closing to provide written notice to Buyer that Seller desires to submit to Environmental Arbitration the extent of the Material Adverse Environmental Condition and the cost of remediation. With respect to clause (i) in the immediately preceding sentence, Buyer and Seller shall, in good faith, attempt to agree on the cost reasonably estimated to remediate a Material Adverse Environmental Condition; provided, however, if Buyer and Seller are unable to agree on the cost estimated to remediate a Material Adverse Environmental Condition prior to Closing, as agreed (A) the Cash Consideration shall be reduced by the parties; or amount reasonably estimated by Buyer and (cB) Remove that portion of the Interests from the Interests being conveyed and adjust the purchase price accordingly. If Seller and Buyer agree to an adjustment may refer any remaining dispute with respect to the purchase pricecost estimated to remediate the Material Adverse Environmental Condition to Environmental Arbitration, provided Seller provides written notice to Buyer ten (10) Business Days after Closing that Seller desires to submit such matters to Environmental Arbitration. For purposes hereof, “Environmental Arbitration” shall proceed mean arbitration with procedures and rules materially similar to purchase those set forth in Exhibit A Section 8, provided further that the Interests including arbitrator shall be an environmental attorney or other professional, familiar by training and experience with U.S. environmental and business matters in the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYER, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S FAILURE TO PROPERLY REMEDIATE IN ACCORDANCE WITH APPLICABLE LAW. 7.01oil and gas industry.

Material Adverse Environmental Conditions. During the Due ----------------------------------------- Diligence Period, Buyer shall advise Seller have the right to make an environment assessment of any the Interests. If, during the Due Diligence Period, Buyer discovers a material and adverse environmental conditions of the Leases or Interests condition which it finds unacceptable and("Material Condition") Buyer shall immediately notify Seller of same in writing and provide full documentation supporting such assertion, if requested by Seller, provide evidence thereof on or before but in no event after the end of the 10 day period provided for aboveDue Diligence Period. For the purposes purpose of this sectionSection, a condition Material Condition shall not include the reasonable costs of plugging, abandonment and restoration attributable to the Interests (which are addressed under Article 13) and shall be material "material" and "adverse" only if: if each of the following requirements is met: (ai) it is required to be remedied under applicable involves a violation of federal, state or local environmental laws or any pertinent Lease or contract; and laws, (bii) it will the cost in excess of $25,000.00 to remediate such conditions to levels required by applicable federal, state or local environmental laws, laws and/or to reasonably compensate the affected landowner for damages to the surface or pertinent Lease subsurface will exceed Fifteen Thousand Dollars (US $15,000) per Interest or contractProperty based on the reasonable estimate of an independent third party contractor experienced in such remediation activity; and (iii) the condition present on the affected Interest or Property is of a nature which does not comport with petroleum industry standards or practices for such conditions prevailing in the same field or area. Buyer and Seller shall treat all information regarding any adverse environmental conditions as confidential, whether material Material Conditions or not, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent from the other party unless so required by applicable law. Within 3 days after receipt If the aggregate amount of such notice with respect all agreed Material Conditions exceeds three percent (3%) of the Base Purchase Price, subject to each material adverse environmental conditionthe provisions of Article 21, Seller may either: either (a1) Agree remedy the Material Condition(s) to a condition which reasonably complies with applicable environmental laws at Seller's own cost and expense or (2) agree with Buyer on an adjustment to the purchase price Base Purchase Price, which adjustment shall reflect the cost to remediate such condition; or (b) Agree Material Condition(s), but only to remediate such condition either before the extent of remediation required to comply with applicable federal, state or after Closing, as agreed by local law and in no event exceeding the parties; or (c) Remove that portion Allocated Value of the Interests affected Interest, or (3) remove that Interest from the Interests being conveyed and adjust the purchase price accordinglyBase Purchase Price by the Allocated Value of the Interest removed. If In the event Seller declines to remediate the condition or remove the Interest from Closing, and Seller and Buyer are unable to agree to on an adjustment to the purchase pricePurchase Price due to an asserted Material Condition prior to Closing, Buyer shall proceed to purchase the Interests including the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYER, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S FAILURE TO PROPERLY REMEDIATE IN ACCORDANCE WITH APPLICABLE LAW. 7.01affected

Material Adverse Environmental Conditions. During the Due Diligence Period, the Buyer shall advise Seller have the right to make an environmental assessment of any the Assets. If, during the Due Diligence Period, Buyer discovers a material and adverse environmental conditions of the Leases or Interests condition which it finds unacceptable and, if requested by Seller, ("Material Condition") Buyer shall immediately notify Seller of same and provide evidence thereof on or before the end of the 10 day period provided for aboveas soon as possible after discovering such Material Condition. For the purposes purpose of this sectionSection, a condition Material Condition shall not include the reasonable costs of plugging, abandonment and restoration attributable to the Assets and shall be material "material" and "adverse" only if: if (a1) it is required involves damages to be remedied under applicable environmental laws the occupant or any pertinent Lease other persons having rights in the surface or contract; and subsurface of the Assets or adjoining lands, waterways and aquifers and (b2) it will the cost in excess of $25,000.00 to remediate said conditions to levels required by applicable environmental laws, laws or pertinent Lease reasonably compensate the owner for damages to the surface or contractsubsurface could reasonably be expected to exceed Five Thousand Dollars (US $5,000) per Property. Buyer and Seller shall treat all information regarding any adverse environmental conditions as confidential, whether material Material Conditions or not, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent from the other party unless so required by applicable law. Within 3 days after receipt To the extent that the aggregate amount of such notice with respect to each material adverse environmental conditionall Material Conditions exceeds Fifty Thousand Dollars (US $50,000), Seller may either: either (a1) Agree remedy the Material Condition(s) to Buyer's reasonable satisfaction and at Seller's own cost and expense or (2) agree with Buyer on an adjustment to the purchase price Purchase Price, which adjustment shall reflect the cost to remediate such condition; or Material Condition(s), but only to the extent of remediation required by applicable federal, state or local law, or (b3) Agree to remediate such condition either before or after Closing, as agreed by the parties; or (c) Remove remove that portion of the Interests Properties from the Interests Assets being conveyed and adjust the purchase price Purchase Price accordingly. If the total of all Purchase Price adjustments due to Material Conditions exceeds Five Hundred Thousand Dollars (US $500,000), Seller or Buyer may cancel this Agreement and Buyer agree to an adjustment to the purchase price, Buyer shall proceed to purchase the Interests including the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYER, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S FAILURE TO PROPERLY REMEDIATE IN ACCORDANCE WITH APPLICABLE LAW. 7.01have no further obligations hereunder.

Material Adverse Environmental Conditions. Subject to Xxxxx’s right to indemnification pursuant to Section 8.4(a): (a) Buyer shall advise notify Seller of any material adverse environmental conditions condition of the Leases or Interests which it Assets that Buyer finds unacceptable and, and provide reasonable documentation of such condition to Seller. An Environmental Condition is a material adverse environmental condition (“Material Adverse Environmental Condition”) only if requested by Seller, provide evidence thereof on or before all the end of the 10 day period provided for above. For the purposes of this section, a condition shall be material only iffollowing criteria are met: (ai) it Seller receives Buyer’s notice no later than 5:00 p.m. Central Time on the third (3rd) Business Day prior to the Closing Date (the “Environmental Deadline Date”); (ii) The Environmental Condition is required to be remedied remediated on the Effective Time under applicable environmental laws or any pertinent Lease or contractthe Environmental Laws in effect on the Effective Time; and (biii) it will Seller’s share of the total cost in excess of $25,000.00 to remediate (A) an individual Environmental Condition is reasonably estimated by Buyer to be more than Twenty Thousand Dollars ($20,000.00) or (B) all individual Environmental Conditions, when taken as a whole, is reasonably estimated by Buyer to be more than Eighty Thousand Dollars ($80,000.00), in each case to levels required by applicable environmental laws, or pertinent Lease or contract. Buyer shall treat all information regarding any adverse environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding the same without Seller’s written consent unless required by applicable law. Within 3 days after receipt of such notice with respect to each material adverse environmental condition, Seller may either: (a) Agree with Buyer Environmental Laws in effect on an adjustment to the purchase price which adjustment shall reflect the cost to remediate such condition; orEffective Time. (b) Agree With respect to Assets affected by a Material Adverse Environmental Condition, (i) Buyer shall elect to acquire the affected Asset and reduce the Cash Consideration by an amount reflecting the cost reasonably estimated by Xxxxx and Seller to remediate the Material Adverse Environmental Condition affecting such condition either before Asset or after (ii) if Buyer does not elect to acquire the affected Asset and in good faith believes the maximum cost to remediate a Material Adverse Environmental Condition is unquantifiable but in any event Seller’s share is reasonably expected to exceed $100,000 or exceeds the Allocated Value of the affected Asset, Seller shall retain the affected Asset and the Cash Consideration shall be reduced by the Allocated Value of such Asset subject, however, with respect to this clause (ii), to the right of Seller to elect prior to Closing to provide written notice to Buyer that Seller desires to submit to Environmental Arbitration the extent of the Material Adverse Environmental Condition and the cost of remediation. With respect to clause (i) in the immediately preceding sentence, Buyer and Seller shall, in good faith, attempt to agree on the cost reasonably estimated to remediate a Material Adverse Environmental Condition; provided, however, if Buyer and Seller are unable to agree on the cost estimated to remediate a Material Adverse Environmental Condition prior to Closing, as agreed (A) the Cash Consideration shall be reduced by the parties; or amount reasonably estimated by Xxxxx and (cB) Remove that portion of the Interests from the Interests being conveyed and adjust the purchase price accordingly. If Seller and Buyer agree to an adjustment may refer any remaining dispute with respect to the purchase pricecost estimated to remediate the Material Adverse Environmental Condition to Environmental Arbitration, provided Seller provides written notice to Buyer shall proceed to purchase the Interests including the portion of the Interests with the environmental condition. SUBJECT TO THE ONE YEAR INDEMNITY GIVEN BY SELLER TO BUYER, BUYER AGREES TO ACCEPT ALL RESPONSIBILITY AND LIABILITY FOR THE ENVIRONMENTAL CONDITION OF THE LEASES AND INTERESTS, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OF WHICH BUYER IS AWARE, CAUSES OF ACTION, FINES, LOSSES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO COSTS TO CLEAN OR REMEDIATE, IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY APPLICABLE LAW. IN THE EVENT SELLER ELECTS TO REMEDIATE AN ENVIRONMENTAL CONDITION, SELLER AGREES TO RELEASE BUYER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION SO REMEDIATED WITH REGARD TO THE LEASES OR INTERESTS OR OTHER PROPERTY AFFECTED THEREBY BY SELLER'S FAILURE TO PROPERLY REMEDIATE IN ACCORDANCE WITH APPLICABLE LAW. 7.01ten