Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant 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 Asset or Assets affected by the Environmental Defect, including 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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; and (Bii) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation; , (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plan plans 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-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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Laredo, the Company or the Environmental Consultant, if applicable, discovers any Environmental Defect affecting any Assetprior to the expiration of the Examination Period, Buyer Laredo or the Company, as applicable, shall notify Seller the other Party of the such alleged Environmental Defect as promptly as possible, but no later than reasonably practicable provided that failure to give notice in such manner shall not diminish the expiration right of the Examination Period. Party giving such notice pursuant to this Article V. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; (iib) be received by Seller the Company or Laredo, as applicable, prior to the expiration of the Examination Period; (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's specific Company Real Property, Company Property and Company Facilities or Laredo Real Property, Laredo Property and Laredo Facilities, as applicable, affected by or associated with such Environmental Consultant that an Environmental Defect existsDefect, which conclusion shall be reasonably substantiated by and if applicable, identify with reasonable specificity 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 violationviolated; (ivd) identify the specific Asset or Assets affected by the Environmental Defect, including 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 describe the procedures recommended to correct correct, eliminate or pay the Environmental Defect; (e) set forth Laredo’s or the Company’s, together with any related recommendations from Buyer's Environmental Consultant; and (vi) state Buyer's as applicable, good faith estimate of the Company Environmental Defect ValueAmount or Laredo Environmental Defect Amount, as applicable, including the basis for such estimate; and (f) if applicable, for which Buyer would agree a request to adjust exclude the Purchase Price Company Property pursuant to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it5.04(c). Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which the Company or Laredo, as applicable has not so described been specifically notified by the other Party in a timely Environmental Defect Notice complying accordance with this Section 5.03the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer the other Party for purposes of this Article V. With respect to Environmental Defect(s) alleged by Laredo or the Company, as applicable, upon the other Party’s request, Laredo or the Company, as applicable, will promptly deliver to the other Party: (i) if applicable, a site plan showing the location of all purposes sampling events, boring logs and constitute other field notes generated by Laredo or the Company, as applicable, during the course of the Environmental Review, describing the sampling methods utilized and the field conditions observed, (ii) all related sampling results and other applicable data, (iii) the written conclusion of the Environmental Consultant, if applicable, that an Assumed Obligation. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, is believed to attempt to cure exist and any related recommendations from the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureConsultant, if applicable.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; exists and (Bii) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation; , (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including (e) indicate the procedures recommended to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plan plans 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-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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant 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 Asset or Assets affected by the Environmental Defect, including 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 BuyerXxxxx's estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer Xxxxx would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review; and (B) a separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 14.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers shall have the right to assert a claim for an Environmental Defect with respect to the Assets by delivering a written notice to the Sellers thereof (i) on or before the Claim Date, or (ii) with respect to the Option Assets only and solely as to any Environmental Defect affecting any AssetDefects that have arisen on or after the Initial Closing Date, Buyer shall notify Seller of on or before the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodOption Claim Date. To be effective, this such notice (an “Environmental Defect Notice”) must (i) shall be in writing; writing and shall include (iia) be received by Seller prior to the expiration a reasonably detailed description of the Examination Period; alleged Environmental Defect(s), (iiib) describe the Assets affected thereby (each, an “Environmental Defect in sufficientProperty”), specific detail(c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including (A) the written conclusion of Buyer's Environmental Consultant 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; , and (ive) identify the specific Asset or Assets affected by amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized Defect(s) and the field conditions observed, chain-of-custody documentation computations and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from information upon which Buyer's Environmental Consultant; and (vi) state Buyer's estimate of the ’s belief is based. Any Environmental Defect Valueasserted by Buyer prior to the Claim Date shall be deemed to be asserted against both the Initial Assets and the Option Assets, including unless otherwise provided in the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such respective Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for itNotice. Any matters that may otherwise have constituted constitute Environmental Defects, but Defects with respect to the Assets that are not so described in a timely specifically disclosed to Sellers pursuant to an Environmental Defect Notice complying with this Section 5.03prior to the expiration of the Claim Date or Option Claim Date, together with any environmental matter that does not constitute an Environmental Defectas applicable, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureBuyer.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify provide Seller notice of the alleged all Environmental Defect as promptly as possible, but Defects no later than 5:00 p.m. MST on the expiration of date which is seven (7) days prior to the Examination PeriodClosing Date. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's Environmental Consultant Buyer 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; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such Environmental Defect if Seller elected Value provisions of Section 5.04(a)(i) as the remedy for it4.14. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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. After Upon receipt of an effective notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureValue.

Notice of Environmental Defects. If Buyer discovers any To assert a claim for an Environmental Defect affecting any AssetDefect, Buyer shall must promptly notify the Seller of the alleged Environmental Defect as promptly as possible, but no later than Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, this such notice (an “Environmental Defect Notice”) must (i) shall be in writing; writing and shall include (iia) be received by Seller prior to the expiration a detailed description of the Examination Period; alleged Environmental Defect(s), (iiib) describe the Assets affected thereby (each, an “Environmental Defect in sufficientProperty”), specific detail(c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including (A) the written conclusion of Buyer's Environmental Consultant 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 or Leases alleged to be violated and the related facts that substantiate such violation; , (ive) identify Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the specific Asset or Assets affected by amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized Defect(s) and the field conditions observed, chain-of-custody documentation computations and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from information upon which 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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it’s belief is based. Any matters that may otherwise have constituted constitute Environmental Defects, Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not so described in a timely specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice complying with this Section 5.03, together with any environmental matter that does not constitute an prior to the expiration of the Environmental Defect, Examination Period shall be deemed to have been waived by Buyer Buyer, except (i) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for all purposes and constitute an Assumed Obligation. After receipt Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior Section 12.03 to the Closing extent applicable to the representations and to postpone the Closing Date up to thirty (30) days beyond the date set forth warranties in Section 12.01 to facilitate the cure6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiver.

Notice of Environmental Defects. (a) If Buyer Purchaser discovers any Environmental Defect affecting any Assetthe Assets, Buyer shall Purchaser may notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than prior to the expiration of the Examination Period. To be effective, this notice Period (an “Environmental Defect Notice”); provided, however, if Purchaser’s Environmental Review discovers and Purchaser notifies Seller in writing of an environmental condition that, in Purchaser’s reasonable discretion, requires additional investigation that would extend beyond the expiration of the Examination Period in order to determine whether or not such condition is an Environmental Defect, then the Examination Period may be extended by Purchaser up to an additional thirty (30) must days (or such longer period as the Parties agree may be reasonably required to complete such investigation) solely with respect to such identified environmental condition. To be effective, an Environmental Defect Notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination PeriodPeriod (subject to any extension provided above); (iii) describe the Environmental Defect in sufficient, specific reasonable detail, including including, without limitation, (A) the written conclusion of Buyer's Purchaser’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Purchaser’s Environmental Review; , and (B) if applicable, 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 Asset or Assets affected by the such Environmental Defect, including including, without limitation, 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 reportsreports (each, if applicable); (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's Purchaser’s Environmental Consultant; and (vi) state Buyer's Purchaser’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer Purchaser would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers Promptly upon discovery, but in any event prior to the Environmental Defect affecting any AssetNotice Deadline, Buyer shall notify deliver to Seller written notices (each, a “Notice of Environmental Defect”) setting forth each Environmental Defect (other than those environmental matters described in Section 5.3 of the alleged Disclosure Schedule (the “Disclosed Environmental Defect as promptly as possible, but no later than Defects”)) affecting the expiration of the Examination Period. To be effective, this notice (an “Assets that Buyer’s Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant Assessment identifies and 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 Buyer believes to be violated and the related facts that substantiate such violation; (iv) identify the specific Asset or Assets affected by the Environmental Defect, including 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, chainNon-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the De Minimus Environmental Defect, together with a description in reasonable detail of the Environmental Defect (and, to the extent reasonably necessary to support such description, reports, assessments and other documentation in Buyer’s possession relating to such Environmental Defect) and Buyer’s good faith estimate of the cost to Remediate such Environmental Defect (the “Environmental Defect Value”). Without limitation of Buyer’s remedies for any related recommendations from Buyer's breach by Seller of its representations and warranties in Article VI pertaining to environmental matters, Buyer shall be deemed to have conclusively waived (a) any Environmental Consultant; Defect about which it fails to notify Seller in writing pursuant to a Notice of Environmental Defect prior to the Environmental Defect Notice Deadline and (vib) state the Disclosed Environmental Defects. Buyer shall have the right to exclude an Asset from this Agreement if Buyer's ’s good faith estimate of the Environmental Defect Value, including as set forth in the basis for such estimate, for which Buyer would agree Notice of Environmental Defect relating to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as exceeds 50% of the remedy for it. Any matters that may otherwise have constituted Environmental DefectsAllocated Value of the Asset affected thereby, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Defect, which event the Base Purchase Price shall be deemed reduced by the Allocated Value of such Asset and such Asset shall thereafter be treated as an Excluded Asset; provided, that Buyer’s right to have been waived by Buyer for all purposes and constitute exclude any such Asset shall not apply to an Assumed Obligation. After receipt Asset with an Allocated Value of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure less than $100,000 unless Buyer’s good faith estimate of the Environmental Defect at any time prior Value relating to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureEnvironmental Defect affecting such Asset exceeds $200,000.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify provide Seller notice of the alleged all Environmental Defect as promptly as possible, but Defects no later than 5:00 p.m. MST on the expiration of date which is seven (7) days prior to the Examination PeriodClosing Date. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's ’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such Environmental Defect if Seller elected Value provisions of Section 5.04(a)(i) as the remedy for it4.14. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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. After Upon receipt of an effective notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureValue.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify provide Seller notice of the alleged all Environmental Defect as promptly as possible, but Defects no later than 5:00 p.m. Mountain Time on the expiration of the Examination PeriodNotification Date. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; Notification Date, (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's ’s reasonable, good faith estimate of the Environmental Defect Value, including the basis supporting calculations for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such limitations and Environmental Defect if Seller elected Value qualifications set forth in Section 5.04(a)(i4.13. ANY MATTERS THAT MAY CONSTITUTE ENVIRONMENTAL DEFECTS (EXCEPT THOSE COVERED BY THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.27) as the remedy for itBUT OF WHICH SELLER HAS NOT BEEN SPECIFICALLY NOTIFIED BY BUYER IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED TO HAVE BEEN WAIVED BY BUYER FOR ALL PURPOSES AND CONSTITUTE AN ASSUMED OBLIGATION. Any matters that may otherwise have constituted Upon receipt of notices of Environmental Defects, but that are not so described in a timely Buyer and Seller shall meet and determine upon which of the Environmental Defects, Environmental Defect Notice complying with this Section 5.03Values, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to and methods of correction they have been waived by Buyer for all purposes and constitute an Assumed Obligationreached agreement. After Upon the receipt of an effective Environmental Defect Noticesuch notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure the correct to Buyer’s reasonable satisfaction such Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to during a period expiring thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureafter Closing.

Notice of Environmental Defects. If Buyer Xxxxx discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; exists and (Bii) if then known by Xxxxx, a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation; violation (ivbut failure to cite all applicable laws shall not reduce or relieve the Seller in connection with liability thereunder nor the calculation of the Environmental Defect Value thereof), (d) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify indicate the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant; Defect and (vif) state indicate Buyer's ’s reasonable good faith 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 Seller elected Section 5.04(a)(i7.4(c) as the remedy for ittherefor. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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 ObligationObligation of Buyer at Closing, except for a breach of the representations and warranties in Section 5.1(j) above. After Upon receipt of an effective a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller shall have copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the option, but not the obligation, to attempt to cure alleged Environmental Defect and its determination of the Environmental Defect at any time prior to Value, including, without limitation, site plans showing the Closing location of sampling events, boring logs and to postpone other field notes describing the Closing Date up to thirty (30) days beyond sampling methods utilized and the date set forth in Section 12.01 to facilitate the curefield conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date (with respect to all of the Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any (a) If, as a consequence of its Pre-Acquisition Review, Purchaser desires to assert a claim of an Environmental Defect affecting with respect to any AssetAssets, Buyer shall notify Purchaser must deliver claim notices to Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this notice (each an “Environmental Defect Notice”) must no later than sixty (60) days after the Execution Date but in any event at least fifteen (15) Business Days prior to the Closing Date (such cut-off date being the “Defect Claim Date”). Each Environmental Defect Notice shall be in writing and shall include (i) be in writing; a description of the alleged Environmental Defect(s) reasonably sufficient for Seller to determine the basis of the alleged Environmental Defect, including, at a minimum, the relevant Environmental Law citation, (ii) be received by Seller prior to the expiration identification of the Examination Period; (iiiAsset(s) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant 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 Asset or Assets adversely affected by the Environmental Defect, including 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; Defect (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 each an “Environmental Defect ValueProperty”), including the basis (iii) all documents upon which Purchaser relies for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, together with any environmental matter that does not constitute its assertion of an Environmental Defect, including, at a minimum, supporting documents reasonably sufficient for Seller (as well as any environmental engineering consultant hired by Seller) to identify the existence of the alleged Environmental Defect(s), and (iv) Purchaser’s reasonable estimate of the cost of eliminating, removing, curing or otherwise addressing such Environmental Defect to the extent required by, and consistent with, Governmental Authorities and Environmental Law in accordance with Section 3.2(f) (the “Environmental Defect Amount”) and the computations and information upon which Purchaser’s belief is based, including any analysis by any environmental engineering consultant firm hired by Purchaser. For the avoidance of doubt, it shall be deemed sufficient for Purchaser to have been waived satisfy clause (iii) of this Section 3.2(a) by Buyer making such supporting documents available to Seller for all purposes electronic download or by delivering to Seller an electronic hard drive containing such supporting documents, in each case, within three (3) Business Days of the Defect Claim Date. To give Seller an opportunity to commence reviewing and constitute an Assumed Obligation. After receipt curing Environmental Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time each calendar week prior to the Closing Defect Claim Date, written notice of all Environmental Defects discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureDefect Claim Date.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.{1914556;9} - 24 -

Notice of Environmental Defects. If Buyer discovers any (a) To assert a claim of an Environmental Defect affecting any AssetDefect, Buyer shall notify Purchaser must deliver written notice to Seller of promptly after the alleged Environmental Defect as promptly as possiblediscovery thereof, but in no event later than the expiration of the Examination Period. To be effective, this notice Period (an “Environmental Defect Notice”) ). To be effective, an Environmental Defect Notice must (i) be in writing; (ii) writing and be received by Seller prior to the expiration of the Examination Period; Period and must include: (iiii) describe a description of the matter constituting the alleged Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's Environmental Consultant that an Environmental Defect existsif applicable, 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 Asset or Assets affected by the Environmental Defect, including 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 (B) the written conclusion of Purchaser’s Environmental Consultant, if applicable, that an Environmental Defect is believed to exist, which conclusion shall be reasonably substantiated by the factual data gathered in Purchaser’s Environmental Review, and laboratory reports(C) if feasible and applicable, a separate reasonably specific citation of the provisions of the Environmental Laws alleged to be violated and the related facts that substantiate such violation; (vii) identify the procedures identity of the specific Property affected by such alleged Environmental Defect (the “Environmental Defect Property”), (iii) the procedures, if applicable, recommended to correct correct, eliminate or pay the Environmental Defect, together with any related recommendations from Buyer's Purchaser’s Environmental Consultant, if applicable; and (viiv) state Buyer's Purchaser’s good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. CDT on September 7, 2007; provided, however, if during the Examination Period, Buyer discovers any Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's ’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such Environmental Defect if Seller elected Value provisions of Section 5.04(a)(i) as the remedy for it4.15. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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. After Upon receipt of an effective notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureValue.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; and (Bii) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation; , (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.04(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plan plans 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-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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any AssetDefect, Buyer shall promptly notify Seller of the alleged Environmental Defect as promptly as possible, but no later than thereof prior to the expiration of the Environmental Examination Period. To be effective, this such notice (an “Environmental Defect Notice”) must (i) shall be in writing; writing and shall include (iia) a description of each alleged Environmental Defect, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be received by the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, and (e) the amount which Buyer reasonably believes to be the net present value (using a 10% discount rate) of the Lowest Cost Response to cure such alleged Environmental Defect and the computations and information upon which Buyer’s belief is based. Subject to the Retained Liabilities and Buyer’s remedies under Article XII, any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to Seller pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's Environmental Consultant 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 Asset or Assets affected by the Environmental Defect, including 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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Defect, Period shall be deemed to have been waived by Buyer Buyer, on behalf of itself and its successors and assigns, for all purposes and constitute an Assumed Obligation(including, without limitation, Article XII of this Agreement). After receipt of an effective Environmental Defect Notice, Seller shall have the optionright, but not the obligation, to attempt to cure any asserted Environmental Defect on or before the expiration of the Cure Period. To give Seller an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the expiration of the Environmental Examination Period, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the Environmental Examination Period; provided, however, that Buyer’s failure to notify Seller as set forth above shall not constitute a waiver of any such alleged Environmental Defect to the extent that notice is received prior to the expiration of the Environmental Examination Period. No reduction shall be made to the Purchase Price with respect to any Environmental Defect properly asserted in good faith prior to the expiration of the Environmental Examination period (“Asserted Environmental Defect”) for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller intends to attempt to cure the asserted Environmental Defect during the Cure Period or for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller disputes the existence, in whole or in part, which notice shall include a description of the matters in dispute. Each Environmental Defect Property affected by an Asserted Environmental Defect shall not be conveyed to Buyer at Closing pending the resolution of such Environmental Defect pursuant to the terms of this Section 5.03 and Section 5.04. Subject to Section 5.05, the Allocated Value of the Assets for which Buyer has asserted an Asserted Environmental Defect shall be retained by the Escrow Agent at Closing from the Deposit, unless the Parties agree otherwise with respect to any Asserted Environmental Defect prior to Closing; provided however, to the extent such Allocated Value (together with any other amounts held by the Escrow Agent pursuant to Section 4.06) exceeds the Deposit, at the Closing, Buyer shall deposit with the Escrow Agent a portion of the Purchase Price equal to such excess (without duplication); provided further, however, (i) if Seller elects to cure an Asserted Environmental Defect, (a) if such Asserted Environmental Defect is cured by the end of the Cure Period, subject to Buyer’s right to dispute the completion of the cure in (ii) below, the Allocated Value of the applicable Environmental Defect Property shall be released by the Escrow Agent to Seller and the Environmental Defect at any time prior Property shall be conveyed to Buyer, but (b) if cure has not been achieved by the Closing end of the Cure Period, the Allocated Value for the applicable Environmental Defect Property shall be released by the Escrow Agent to Buyer and to postpone the Closing Date up to thirty applicable Environmental Defect Property shall be retained by Seller, or (30ii) days beyond if an Asserted Environmental Defect is one for which Seller properly disputes the date set forth existence or if Buyer disputes that the Seller has cured an Asserted Environmental Defect, in Section 12.01 to facilitate whole or in part, such Asserted Environmental Defect (or the completion of the cure) shall be finally and exclusively resolved in accordance with the provisions of Section 4.11 and release of the Allocated Value by the Escrow Agent for such Asserted Environmental Defects shall be resolved in accordance therewith.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset(a) Except as expressly provided in Section 4.10(b), Buyer shall notify provide Seller notice of the alleged all Environmental Defect as promptly as possible, but Defects no later than 5:00 p.m. Mountain Time on the expiration of Notification Date. Subject to the Examination Period. To proviso in the following sentence, to be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; Notification Date, (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (A) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review; Review and citation to the applicable Environmental Law that Buyer believes Seller has not complied with, (B) a separate specific citation of the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct or cure the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's ’s reasonable, good faith estimate of the Environmental Defect Value, including the basis supporting calculations for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such limitations and Environmental Defect if Value qualifications set forth in Section 4.13. Notwithstanding the preceding sentence, the Parties acknowledge that following Buyer’s Environmental Assessment, certain information required under clauses (a) through (g) of the preceding sentence may not reasonably be known or definite; accordingly, a notice of Environmental Defect timely delivered by Buyer to Seller elected following Buyer’s Environmental Assessment shall contain all information required by the preceding sentence to the extent that such information may reasonably be determined on or before the Notification Date. EXCEPT AS EXPRESSLY PROVIDED IN Section 5.04(a)(i) as the remedy for it4.10(b), ANY MATTERS THAT MAY CONSTITUTE ENVIRONMENTAL DEFECTS BUT OF WHICH SELLER HAS NOT BEEN SPECIFICALLY NOTIFIED BY BUYER IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED TO HAVE BEEN WAIVED BY BUYER FOR ALL PURPOSES AND CONSTITUTE AN ASSUMED OBLIGATION. Any matters that may otherwise have constituted Upon receipt of notices of Environmental Defects, but that are not so described in a timely Buyer and Seller shall meet and determine upon which of the Environmental Defects, Environmental Defect Notice complying with this Section 5.03Values, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to and methods of correction they have been waived by Buyer for all purposes and constitute an Assumed Obligationreached agreement. After Upon the receipt of an effective Environmental Defect Noticesuch notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure the correct to Buyer’s reasonable satisfaction such Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureduring a period expiring on January 16, 2018.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller Sellers of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual {1919007;4} - 24 - data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller Sellers elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller Sellers shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureClosing.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination Period. To be effective, this such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected the Parties elect Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. The foregoing sentence shall not constitute a waiver of Buyer’s rights under (A) Section 16.04(a), (B) Section 16.04(b) with respect to any breach by Seller of Section 6.20 or (C) Section 16.04(c) with respect to any breach by Seller of Section 15.01. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureClosing.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; exists and (Bii) a separate specific citation of the provisions of Environmental Laws alleged believed by Buyer in good faith to be violated and a summary of the related facts that substantiate such violation; , (ivd) identify the specific Asset or Assets location affected by the such Environmental Defect, including 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; (ve) identify indicate the procedures recommended believed by Buyer in good faith to correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant; Defect and (vif) state indicate Buyer's ’s reasonable good faith 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 Seller elected Section 5.04(a)(i7.4(c) as the remedy for ittherefor. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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 ObligationObligation of Buyer at Closing. After Upon receipt of an effective a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller shall have copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the option, but not the obligation, to attempt to cure alleged Environmental Defect and its determination of the Environmental Defect at any time prior to Value, including, without limitation, site plans showing the Closing location of sampling events, boring logs and to postpone other field notes describing the Closing Date up to thirty (30) days beyond sampling methods utilized and the date set forth in Section 12.01 to facilitate the curefield conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any AssetExcept as otherwise provided in Section 12.04(g), Buyer shall notify provide Seller notice of the alleged all Environmental Defect as promptly as possible, but Defects no later than 5:00 p.m. MST on the expiration of date which is seven (7) days prior to the Examination PeriodClosing Date. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific detailDefect, including (A) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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; (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including 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; (ve) identify set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from (f) set forth Buyer's Environmental Consultant; and (vi) state Buyer's ’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust and (g) comply with the Purchase Price to accept such Environmental Defect if Seller elected Value provisions of Section 5.04(a)(i) 4.14. Except as the remedy for it. Any provided in Section 12.04(g), any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03, 4.11 or Section 12.04(g) 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. After Subject to each Party’s rights under Section 4.12 , upon receipt of an effective notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure correct such Environmental Defect during a period expiring ninety (90) days after the Closing. Subject to each Party’s rights under Section 4.12 , if Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureValue.

Notice of Environmental Defects. If (i)If Buyer discovers any Environmental Defect affecting any Assetthe Assets, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodScheduled Closing Date. To be effective, this such notice must: (an “Environmental Defect Notice”) must (iA) be in writing; (iiB) be received by Seller prior to by 5:00 p.m. Central Time on the expiration of the Examination PeriodScheduled Closing Date; (iiiC) describe the Environmental Defect in sufficient, reasonably specific detail, including including, without limitation, (A1) the written conclusion of Buyer's Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review; , and (B2) a separate specific citation of the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (ivD) identify the specific Asset or Assets affected by the such Environmental Defect, including including, without limitation, 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 ; (E) make recommendations from Buyer's ’s Environmental ConsultantConsultant to cure the Environmental Defect; and (viF) state Buyer's ’s estimate of the net present value (using a 10% discount rate) of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Base Purchase Price in order to accept such Environmental Defect if Seller elected Section 5.04(a)(i11.2(c)(i) as the remedy for ittherefor. Any matters that may otherwise have constituted To give Seller an opportunity to commence reviewing and curing any Environmental Defects, Buyer agrees to use reasonable efforts to give Seller, each Monday following the execution of this Agreement but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Scheduled Closing Date, written notice of all known Environmental Defects discovered by Buyer during the previous week. Buyer shall have no liability for failure to provide any such weekly notice and to postpone shall not waive any other remedies under this Agreement as a result of such failure. Any notice delivered hereunder may be preliminary in nature and may be supplemented prior to, but no later than, the Scheduled Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cureDate.

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer Xxxxx would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the Mid: 010628\000101\905583.7 Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review; and (B) a separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Asset or Assets affected by the Environmental Defect, including 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 ’s Environmental Consultant; and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 14.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller the Sellers of the alleged Environmental Defect as promptly as possible, possible but no later than the expiration of the Examination Period. To be effective, this such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller the Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific reasonably sufficient detail, including (A) the written conclusion of Buyer's ’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 violationviolated; (iv) identify the specific Asset or Assets affected by the Environmental Defect; (v) if Buyer collected environmental samples, including include a site plan showing the location of all such 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; (vvi) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's ’s Environmental Consultant; and (vivii) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller the Sellers elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller the Sellers shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date (with respect to all of the Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Assetthe Assets, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than prior to the expiration of the Examination PeriodPeriod of such alleged Environmental Defect. To be effective, this such notice (an “Environmental Defect Notice”) must (i) be in writing; , (ii) be received by Seller prior to the expiration of the Examination Period; , (iii) describe the Environmental Defect in sufficient, specific detail, including including, without limitation, (A) the written conclusion of Buyer's ’s Environmental Consultant Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’s Environmental Review; , including, without limitation, maps, reports, boring logs and field notes prepared in connection with the Environmental Review, if any, and (B) a separate specific general citation of the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; , (iv) identify the specific Asset or Assets affected by the such Environmental Defect, including 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 ’s Environmental Consultant; , and (vi) state Buyer's ’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Seller has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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. After Upon the receipt of an such effective Environmental Defect Noticenotice from Buyer, Seller shall have the option, but not the obligation, to (i) attempt to cure the such Environmental Defect at any time prior to the Closing Closing, (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the allocated value of such affected Asset, or (iii) not take any remedial action with respect to postpone the Closing Date up alleged Environmental Defect and, if acceptable to thirty (30) days beyond the date set forth Buyer, indemnify Buyer pursuant to Section 12.05 against all costs which Buyer may incur in Section 12.01 to facilitate the cureconnection with same.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Assetthe Assets, Buyer shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than Sellers prior to the expiration of the Examination PeriodPeriod of such alleged Environmental Defect. To be effective, this such notice (an “Environmental Defect Notice”) must must: (i) be in writing; (ii) be received by Seller Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including including, without limitation, (A) the written conclusion of Buyer's ’s Environmental Consultant Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's ’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 Asset or Assets affected by the such Environmental Defect, including including, without limitation, 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 ’s Environmental Consultant; and (vi) state Buyer's ’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 Seller Sellers elected Section 5.04(a)(i4.04(b) as the remedy for ittherefor. Any matters that may otherwise have constituted constitute Environmental Defects, but that are of which Sellers has not so described been specifically notified by Buyer in a timely Environmental Defect Notice complying accordance with this Section 5.03the 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty Obligation (30) days beyond the date set forth as defined in Section 12.01 to facilitate the cure14.02).

Notice of Environmental Defects. (a) If Buyer Purchaser discovers any Environmental Defect affecting any Assetthe Assets, Buyer Purchaser shall notify Seller of the alleged Environmental Defect as promptly as possible, but no later than prior to the expiration of the Examination Period. To be effective, this notice Period of such alleged Environmental Defect (an “Environmental Defect Notice”); provided, however, if Purchaser’s Environmental Review discovers an environmental condition that Purchaser and Seller mutually and reasonably agree requires additional investigation that would extend beyond the then effective Examination Period in order to determine whether or not such condition is an Environmental Defect, the Examination Period shall be extended an additional thirty (30) must days solely with respect to such identified environmental condition. To be effective, an Environmental Defect Notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination PeriodPeriod (subject to the extension provided above); (iii) describe the Environmental Defect in sufficient, specific detail, including including, without limitation, (A) the written conclusion of Buyer's Purchaser’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Purchaser’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 Asset or Assets affected by the such Environmental Defect, including including, without limitation, 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 Purchaser’s Environmental Consultant; and (vi) state Buyer's Purchaser’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer Purchaser would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 5.04(a)(i4.04(b) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the curetherefor.

Notice of Environmental Defects. If Buyer Xxxxx discovers any alleged Environmental Defect affecting any Assetthe Assets, Buyer shall promptly notify Seller of the such alleged Environmental Defect as promptly as possible, but no later than the expiration of the Examination PeriodDefect. To be effective, this such notice (an “Environmental Defect Notice”) must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period; , (iiic) describe the Environmental Defect in sufficient, specific reasonable detail, including (Ai) the written conclusion of Buyer's Environmental Consultant Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; exists and (Bii) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation; , (ivd) identify the specific Asset or Assets affected by the such Environmental Defect, including (e) indicate the procedures recommended to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plan plans 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-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 to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.