Common use of Notice of Adverse Environmental Conditions Clause in Contracts

Notice of Adverse Environmental Conditions. No later than ten Business Days prior to the Closing Date, Buyer shall notify Sellers in writing of any Adverse Environmental Condition with respect to the Properties. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto, as such term is hereafter defined. Buyer shall not send such a notice to Sellers: (a) except with respect to any Adverse Environmental Conditions having an Environmental Defect Value that exceeds $50,000 (the “Environmental Defect Threshold”); and (b) unless Buyer has identified Adverse Environmental Conditions having Environmental Defect Values, in the aggregate, in excess of 1% of the Adjusted Purchase Price (the “Environmental Defect Deductible”). The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount (net to the applicable Seller’s interest) of all reasonable costs and claims associated with the existence, Remediation, as hereafter defined, or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. With the exception of those matters described in Annex II below, Buyer also shall be deemed to have conclusively waived any remedies under this Annex II for all Adverse Environmental Conditions not disclosed to Sellers before ten Business Days prior to the Closing Date. Buyer waives any remedy under this Annex II against Sellers for Adverse Environmental Conditions that do not exceed the Environmental Defect Deductible. Any Adverse Environmental Condition waived shall be deemed to be a Permitted Encumbrance. Nothing contained in this Annex shall be construed to limit the indemnities of Sellers contained in Section 15.3 of the Agreement to which this Annex is attached.

Notice of Adverse Environmental Conditions. No later than ten Business Days prior to the Closing Date, Buyer shall notify Sellers Seller in writing of any Adverse Environmental Condition with respect to the Properties. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto, as such term is hereafter defined. Buyer shall not send such a notice to SellersSeller unless: (a) except with respect to any Adverse Environmental Conditions having an the aggregate of all Environmental Defect Value that Value(s) exceeds $50,000 100,000 (the “Environmental Defect Threshold”); and (b) unless Buyer has identified Adverse Environmental Conditions having Environmental Environment Defect Values, in the aggregate, in excess of 1% of the Adjusted Purchase Price $2,000,000 (the “Environmental Defect Deductible”). The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount (net to the applicable Seller’s interest) of all reasonable costs and claims associated with the existence, Remediation, as hereafter defined, or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. With the exception of those matters described in Annex II below, Buyer also shall be deemed to have conclusively waived any remedies under this Annex II for all Adverse Environmental Conditions not disclosed to Sellers Seller before ten Business Days prior to the Closing Date. Buyer waives any remedy under this Annex II against Sellers Seller for Adverse Environmental Conditions that do not exceed the Environmental Defect Deductible. Any Adverse Environmental Condition waived shall be deemed to be a Permitted Encumbrance. Nothing contained in this Annex shall be construed to limit the indemnities of Sellers contained in Section 15.3 of the Agreement to which this Annex is attached.

Notice of Adverse Environmental Conditions. No As soon as possible, but in no event later than ten Business Days prior to the Closing Datefifteen (15) days before Closing, Buyer shall notify Sellers advise Seller in writing of any Adverse Environmental Condition with respect Conditions (as same is defined in Section 19.1 hereof) discovered as a result of the inspections referred to in the immediately preceding Section, and the estimated costs for remediating such conditions, which are located on the Properties. Such Failure of Buyer to give Seller timely notice of the existence of any Adverse Environmental Condition shall describe constitute a waiver by Buyer of any such unasserted Adverse Environmental Condition, and preclude Buyer from later asserting any liability or claims for indemnification or holding harmless against Seller for any such Adverse Environmental Condition, and Buyer shall be deemed to have accepted the environmental condition of the Properties. If written notice of the existence of any Adverse Environmental Condition is timely given by Buyer to Seller, Seller may, but shall not be obligated to, make a reasonable effort to cure or remedy any, or all, of the Adverse Environmental Conditions at Seller's expense. If Seller elects to attempt to cure or remedy any such Adverse Environmental Conditions, Seller agrees that it will furnish Buyer written notice of its intent to do so as provided below, and shall thereafter exercise all reasonable efforts and diligence to complete any environmental cleanup and remediation of any such Adverse Environmental Condition within six (6) months from the date of Closing. If Seller has not committed in reasonable detail writing at least seven (7) days prior to Closing to attempt to cure or remedy any such Adverse Environmental Condition, Buyer shall at its sole option require Seller to (i) remove the portion of the Property affected by the Adverse Environmental Condition and include adjust the estimated Environmental Defect Value attributable thereto, as such term is hereafter defined. Buyer shall not send such a notice Purchase Price downward by an amount equal to Sellers: (a) except with respect to any Adverse Environmental Conditions having an Environmental Defect Value the allocated value of that exceeds $50,000 (the “Environmental Defect Threshold”); and (b) unless Buyer has identified Adverse Environmental Conditions having Environmental Defect Values, in the aggregate, in excess of 1% portion of the Adjusted Purchase Price Property, or (the “Environmental Defect Deductible”). The “Environmental Defect Value” attributable to any ii) indemnify and hold Buyer harmless from such Adverse Environmental Condition shall be for an amount not to exceed the estimated amount (net allocated value of that portion of the Property affected thereby. If Buyer asserts claims for adjustments and/or reductions to the applicable Seller’s interest) of all reasonable costs and claims associated with the existence, Remediation, as hereafter defined, or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. With the exception of those matters described in Annex II below, Buyer also shall be deemed to have conclusively waived any remedies under this Annex II for all Adverse Environmental Conditions not disclosed to Sellers before ten Business Days prior to the Closing Date. Buyer waives any remedy under this Annex II against Sellers Purchase Price for Adverse Environmental Conditions that do not exceed the Environmental Defect Deductible. Any Adverse Environmental Condition waived such reduction shall be deemed made subject to be a Permitted Encumbrance. Nothing contained in subsection (d) of Article III of this Annex shall be construed to limit the indemnities of Sellers contained in Section 15.3 of the Agreement to which this Annex is attachedAgreement.