Common use of Material Adverse Environmental Conditions Clause in Contracts

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 ALL LIABILITY AND RESPONSIBILITY FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) IN CONNECTION WITH AN ENVIRONMENTAL CONDITION OR 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 CONNECTION WITH AN 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. During the Due ----------------------------------------- Diligence Period, Buyer shall have the right to make an environment assessment of the Interests. If, during the Due Diligence Period, Buyer shall notify Seller in writing of any discovers a material and adverse environmental condition of the Assets which it finds unacceptable (“"Material Condition”") Buyer shall immediately notify Seller of same in writing and provide evidence thereof as soon as possible full documentation supporting such assertion, but in no event after discovering such Material Conditionthe Due Diligence Period. For the purpose of this Section, a Material Condition shall not include the reasonable costs of plugging, abandonment and restoration attributable to the Assets Interests (which are addressed under Article 13) and shall be “"material” " and adverse "adverse" only if each of the following requirements is met: (ai) it is required to be remediated under applicable involves a violation of federal, state or local environmental laws or laws, (b) involves damages to the owner of the surface or subsurface of the Interests or adjoining lands, waterways and aquifers and (cii) the cost to remediate said such conditions to levels required by applicable federal, state or local environmental laws or and/or to reasonably compensate the owner affected landowner for damages to the surface or subsurface will exceed Twenty-Five Fifteen Thousand and No/100 Dollars (US $25,00015,000) per propertyInterest or Property 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 environmental conditions as confidential, whether or not Material Conditions existor not, and shall not make any contact with any governmental authority or third party regarding same without written consent from the other Party party unless so required by applicable law. Once If the aggregate amount of all agreed Material Conditions exceeds five three percent (53%) of the Base Purchase Price, subject to the provisions of Article 21, Seller may either: either (a1) remediate remedy the Material Condition(s) to Buyer’s reasonable satisfaction and a condition which reasonably complies with applicable environmental laws at Seller’s 's own cost and expense; expense or (b2) 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%) ), but only to the extent of remediation required to comply with applicable federal, state or local law and in no event exceeding the Allocated Value of the Base Purchase Price; affected Interest, or (c3) remove that portion of the Interests Interest from the Interests being conveyed and adjust the Base Purchase Price accordingly. If by the total of all Base Purchase Price adjustments due to Material Conditions exceeds five percent (5%) Allocated Value of the total Base Purchase PriceInterest removed. In the event Seller declines to remediate the condition or remove the Interest from Closing, 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 are unable to agree to on an adjustment to the Base Purchase Price, said adjustment shall not reflect any costs Price due to remediate beyond remediation required by applicable federal, state or local law. As an asserted Material Condition prior 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 ALL LIABILITY AND RESPONSIBILITY FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) IN CONNECTION WITH AN ENVIRONMENTAL CONDITION OR 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 CONNECTION WITH AN 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.the affected

Material Adverse Environmental Conditions. During the Due Diligence Period, the Buyer shall notify Seller in writing 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 condition of the Assets which it finds unacceptable (“"Material Condition”") Buyer shall immediately notify Seller of same 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 "adverse" only if (a1) it is required to be remediated under applicable environmental laws or (b) involves damages to the owner of occupant or other persons having rights in the surface or subsurface of the Interests Assets or adjoining lands, waterways and aquifers and (c2) 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 could reasonably be expected to exceed Twenty-Five Thousand and No/100 Dollars (US $25,0005,000) per propertyProperty. Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether or not Material Conditions existor not, and shall not make any contact with any governmental authority or third party regarding same without written consent from the other Party party unless so required by applicable law. Once To the extent that the aggregate amount of all Material Conditions exceeds five percent Fifty Thousand Dollars (5%) of the Base Purchase PriceUS $50,000), Seller may either: either (a1) remediate remedy the Material Condition(s) to Buyer’s 's reasonable satisfaction and at Seller’s 's own cost and expense; expense or (b2) 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 but only to the Base Purchase Price, said adjustment shall not reflect any costs to remediate beyond extent of remediation required by applicable federal, state or local law. As to , or (3) remove that portion of the Properties from the Assets being conveyed and adjust the 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 at Closing, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUYER AGREES TO RELEASE THE SELLER INDEMNITEES FROM ANY AND ALL LIABILITY AND RESPONSIBILITY FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS) IN CONNECTION WITH AN ENVIRONMENTAL CONDITION OR 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 CONNECTION WITH AN 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 AGREEMENTmay cancel this Agreement and have no further obligations hereunder.