Common use of Material Adverse Environmental Conditions Clause in Contracts

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 such written notice with respect to each Condition identified by Buyer, Seller may propose to Buyer to either: (i) agree with Buyer on an adjustment to the Purchase Price, which adjustment, if any, shall be conclusively deemed to compensate Buyer for all costs and obligations attributable to such Condition; (ii) remove the affected Assets from the Assets being conveyed and adjust the Purchase Price accordingly; or (iii) agree to indemnify Buyer from any and all damages, claims and losses pertaining to remediating such Condition. If all of the requirements to qualify as a Condition have been satisfied and Seller’s proposal, if any, is unacceptable to Buyer, then, unless Buyer is willing to waive the Condition(s), the affected Assets shall be removed from the Assets being conveyed and the Purchase Price adjusted accordingly by the Allocated Value of such Assets so excluded.

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(g10.01 (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 such written notice with respect to each Condition identified by Buyer, Seller may propose to Buyer to either: (i) agree with Buyer on an adjustment to the Purchase Price, which adjustment, if any, shall be conclusively deemed to compensate Buyer for all costs and obligations attributable to such Condition; (ii) remove the affected Assets from the Assets being conveyed and adjust the Purchase Price accordingly; or (iii) agree to indemnify Buyer from any and all damages, claims and losses pertaining to remediating such Condition. If all of the requirements to qualify as a Condition have been satisfied and Seller’s proposal, if any, is unacceptable to Buyer, then, unless Buyer is willing to waive the Condition(s), the affected Assets shall be removed from the Assets being conveyed and the Purchase Price adjusted accordingly by the Allocated Value of such Assets so excluded.

Material Adverse Environmental Conditions. On or before the end of the environmental assessment period provided for in Section 6.01Examination Period End Date, 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, exceed a threshold of $35,000.00, and (ivii) the cumulative cost of all Conditions qualifying under (i), (ii) and (iiiii) 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 PriceAggregate Deductible; 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 such written notice with respect to each Condition identified by Buyer, Seller may propose to Buyer to either: (i) agree with Buyer on an adjustment to the Purchase Price, which adjustment, if any, shall be conclusively deemed to compensate Buyer for all costs and obligations attributable to such Condition; (ii) remove the affected Assets from the Assets being conveyed and adjust the Purchase Price accordingly; or (iii) agree to indemnify Buyer from any and all damages, claims and losses pertaining to remediating such Condition. If all of the requirements to qualify as a Condition have been satisfied and Seller’s proposal, if any, is unacceptable to Buyer, then, unless Buyer is willing to waive the Condition(s), the affected Assets shall be removed from the Assets being conveyed and the Purchase Price adjusted accordingly by the Allocated Value of such Assets so excluded.