Notice of Environmental Defect. Buyer shall notify Seller in writing on or before April 22, 1997, (the "Environmental Defect Notice Deadline") of the existence of any environmental condition on any Property, or any portion thereof, that constitutes a violation of Environmental Laws that are in effect on the date hereof (any such condition being herein referred to as "Environmental Defect"). An Environmental Defect(s) shall not be considered for adjustment of the Purchase Price unless the remediation cost thereof exceeds $5,000, (as determined utilizing the most cost effective method of remediation available that is acceptable to the regulatory agency having jurisdiction in such matters). With respect to any such Environmental Defect, Seller may, at its sole option, and as to each such Property affected:
Notice of Environmental Defect. The term “Environmental Laws” shall mean all applicable laws, rules, regulations and orders pertaining to health or safety of the environment. Upon discovery by Buyer of an occurrence(s) or circumstance(s) affecting the ownership or operation of one or more of the Assets which results in such affected Assets not being in compliance with Environmental Laws (“Environmental Defect”), Buyer shall provide Seller with written notice of such Environmental Defect on or before the end of the Environmental Examination Period; provided that if Buyer determines it will assert such Environmental Defect at an earlier date, Buyer will notify Seller as soon as reasonably practicable. The notice shall include:
Notice of Environmental Defect. Buyer shall, as soon as possible, but ------------------------------ in no event later than five (5) days prior to Closing (the "Notice Date"), give written notice to Seller specifying all Environmental Defects, which notice shall describe the alleged Environmental Defect with particularity and include all information in the possession of or used by Buyer to determine the existence of or otherwise related to such alleged Environmental Defect, and shall also state the alleged Environmental Defect Amount. For purposes hereof " Environmental Defect Amount" shall mean an estimate of the costs to cure such Environmental Defect. Failure by Buyer to timely assert an Environmental Defect shall be deemed an election by Buyer to waive such Environmental Defect and to accept and pay for the Assets notwithstanding the effect of the uncured Environmental Defect.
Notice of Environmental Defect. Buyer will notify Seller in writing of any Environmental Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in no event less than three (3) business days prior to the Closing Date. Any notice provided hereunder shall include: (i) appropriate evidence to substantiate the Buyer's position, including a description of the Environmental Defect, (ii) Buyer's basis for believing that Seller is in violation of an Environmental Law, the portion of the Lease or other part of the Subject Property affected by the Environmental Defect, (iii) the amount by which Buyer believes the value of the Subject Property has been reduced because of the Environmental Defect and the evidence, computations and information upon which Buyer's belief is based. Except as expressly set forth in this Agreement, including without limitation as set forth in Section 7(g), below, Buyer will be deemed to have conclusively waived any Environmental Defect about which it fails to notify Seller in writing within the applicable period specified in this Section 7(b).
Notice of Environmental Defect. Buyer will notify Seller in writing of any Environmental Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in no event less than five (5) business days prior to the Closing Date. Any notice provided hereunder shall include appropriate evidence to substantiate the Buyer's position, including a description of the Environmental Defect, the Environmental Law applicable to the Environmental Defect and Buyer's basis for believing that Seller is subject to liability pursuant to such Environmental Law, the portion of the Subject Property affected by the Environmental Defect, the amount by which Buyer believes the value of the Subject Property has been reduced because of the Environmental Defect and the evidence, computations and information upon which Buyer's belief is based. Buyer will be deemed to have conclusively waived any Environmental Defect about which it fails to notify Seller in writing within the applicable period specified in the preceding sentence.
Notice of Environmental Defect. Buyer may notify Seller in writing of any Environmental Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in any event no later than five (5) business days prior to the Closing Date (not including the Closing Date). Any notice provided hereunder shall include appropriate evidence to substantiate the Buyer’s position, including a description of the Environmental Defect, the Environmental Law applicable to the Environmental Defect and Buyer’s basis for believing that Seller is in violation of such Environmental Law, the portion of the Lease or other part of the Subject Property affected by the Environmental Defect, the amount by which Buyer believes the value of the Subject Property has been reduced because of the Environmental Defect and the evidence, computations and information upon which Buyer's belief is based. Buyer will be deemed to have conclusively waived any Environmental Defect about which it fails to notify Seller in writing within the applicable period specified above.
Notice of Environmental Defect. If Buyer discovers any Environmental Defect affecting the Interests, Buyer shall notify Sellers of such alleged Environmental Defect on or before the Defect Date. To be effective, such notice must: (i) be in writing; (ii) be received by Sellers on or before the Defect Date; (iii) describe the Environmental Defect in sufficient, specific detail, including, without limitation, (A) the written conclusion of Buyer’s Environmental Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, and (B) a separate specific citation of the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Interests affected by such Environmental Defect including, without limitation but only to the extent that they are in existence and in Buyer’s possession or subject to its control, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Sellers elected Section 5.3.4(ii) as the remedy therefore. Any matters that may otherwise constitute Environmental Defects, but of which Sellers have not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation (as defined in Section 7.1).
Notice of Environmental Defect. Buyer must notify Masters in writing (the “Notice of Environmental Defect”) of any matter Buyer reasonably considers to be an Environmental Defect. The Notice of Environmental Defect must be received by Masters by 5:00 p.m. Central Standard Time on the last day of the Examination Period (the “Environmental Defect Notice Date”). The Notice of Environmental Defect must include:
Notice of Environmental Defect. Buyer will notify Seller in writing of any Environmental Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in no event less than three (3) business days prior to the Closing Date. Any notice provided hereunder shall include appropriate evidence to substantiate Buyer’s position, including a description of the Environmental Defect, the Environmental Law applicable to the Environmental Defect and Buyer’s basis for believing that Seller is in violation of such Environmental Law, the portion of the Lease or other part of the Subject Property affected by the Environmental Defect, the amount by which Buyer believes the value of the Subject Property has been reduced because of the Environmental Defect and the evidence, computations and information upon which Buyer’s belief is based. Buyer will be deemed to have conclusively waived any Environmental Defect of which it has actual knowledge on or before three (3) business days before Closing and about which it fails to notify Seller in writing within the applicable period specified in this paragraph, provided that such waiver shall not affect and Buyer shall not be deemed to have waived (i) Buyer’s rights with respect to Seller’s representations and warranties and its right to indemnification under Section 15(a), or (ii) the right to assert Environmental Defects or claim indemnity for any Environmental Defect Amounts relating to or attributable to any salt water disposal systems located on or used in connection with the Lands or any condition resulting from or caused by such systems or any leaks from such systems that are attributable to the period of time prior to the Closing Date.
Notice of Environmental Defect. Buyer was given a period of time until October 15, 2002, to notify the Shareholders in writing of any Environmental Defect (as defined below). Buyer provided such notice to Shareholders in a timely fashion but listed no Environmental Defects in excess of $620,000, and accordingly Buyer shall have no claim for damages against Shareholders by reason of an Environmental Defect.
