Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period and (iii) describe the Environmental Defect in reasonable detail, to the extent reasonably known by Buyer (including the estimated value of such Environmental Defect as determined by Buyer). (b) Except for the matters described in Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any matters that may otherwise constitute Environmental Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation (as defined in Section 14.02). Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) cure such Environmental Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with same.

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify provide Seller prior to notice of all Environmental Defects no later than 5:00 p.m. Mountain Time on the expiration of the Examination Period of such alleged Environmental DefectNotification Date. To be effective, such notice must: must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period and Notification Date, (iiic) describe the Environmental Defect in reasonable detail, to the extent reasonably known by Buyer (including the estimated value written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect as determined by Buyer). Value, including supporting calculations for such estimate, and (bg) Except for comply with the matters described in Environmental Defect Value provisions of Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any 4.14. 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 (as defined in Section 14.02)Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller, at Seller’s Seller shall have the option, shall (i) cure but not the obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect at any time prior to the Closing or during a period expiring ninety (ii90) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with samedays after Closing.

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify provide Seller prior to notice of all Environmental Defects no later than 5:00 p.m. MST on the expiration of the Examination Period of such alleged Environmental DefectNotification Date. To be effective, such notice must: must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period and Notification Date, (iiic) describe the Environmental Defect in reasonable detail, to the extent reasonably known by Buyer (including the estimated value written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect as determined by Buyer). Value, including supporting calculations for such estimate, and (bg) Except for comply with the matters described in Environmental Defect Value provisions of Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any 4.14. 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 (as defined in Section 14.02)Obligation. Upon the receipt of such effective notice from Buyernotices of Environmental Defects, Sellerthe Parties shall meet and determine upon which of the Environmental Defects, at Seller’s option, shall (i) cure such Environmental Defect at any time prior to Values, and methods of correction the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with same.Parties have reached

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the expiration of the Examination Period of such alleged Environmental DefectClosing Date. To be effective, such notice must: must (ia) be in writing; , (iib) be received by Seller prior to the expiration of the Examination Period and Period, (iiic) describe the Environmental Defect in reasonable detail, to the extent reasonably known by Buyer (including the estimated value written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect as determined by Buyer). Value, including the basis for such estimate, and (bg) Except for comply with the matters described in Environmental Defect Value provisions of Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any 4.14. 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 (as defined in Section 14.02)Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller, at Seller’s Seller shall have the option, shall (i) cure but not the obligation, to attempt to correct such Environmental Defect at any time prior during a period expiring ninety (90) days after Closing. If Seller should not elect to the Closing or (ii) exclude the affected Asset from the sale correct an Environmental Defect, and reduce no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the Allocated Value amount of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with sameValue.

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period and Period; (iii) describe the Environmental Defect in reasonable detailsufficient, specific detail to the extent then reasonably known by Buyer known; and (iv) state Buyer’s estimate of the Environmental Defect Value to the extent then reasonably known, including the estimated value of 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 4.04(b) as determined by Buyer)the remedy therefor. (b) Except for the matters described in Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been 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 (purposes, except as defined provided in Section 14.02)14.05. Upon the receipt of such effective notice from Buyer, Sellersubject to Section 4.04(a) and Section 4.04(b) Seller and Buyer shall attempt to mutually agree on a resolution including, at Seller’s optionbut not limited to, shall (i) attempt to cure such Environmental Defect at any time prior to the Closing Closing; or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value allocated value of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with sameAsset.

Notice of Environmental Defects. (a) If If, prior to Closing, Buyer discovers any determines the existence of an "Environmental Defect affecting the AssetsDefect" as defined in Section 7.6 below, Buyer shall notify Seller prior Sellers in writing of any matter Buyer considers to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period and (iii) describe the an Environmental Defect in reasonable detail, to the extent as soon as reasonably known by possible after Buyer (including the estimated value becomes aware of such Environmental Defect but, in any event, by not later than the Defect Notice Date. Such notice ("Notice of Environmental Defect") shall include (i) a specific description of the matter Buyer asserts as determined by Buyer). (b) Except for the matters described in Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any matters that may otherwise constitute Environmental Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, (ii) a specific description of the Asset or portion of the Assets that is affected by the Environmental Defect, (iii) Buyer's calculation of (x) the amount by which each Environmental Defect has diminished the value of the Assets and (y) the amount necessary to eliminate or resolve all Environmental Liabilities relating to such Environmental Defect, such amounts to be determined by Buyer in good faith and in a commercially reasonable manner (collectively, the "Environmental Defect Value"), and (iv) all necessary and desirable supporting documentation. Except for (i) the exclusions from Buyer's Assumed Environmental Obligations specified in Section 12.5(b) and (ii) Sellers' representation and warranty set forth in Section 4.1(p), which representation and warranty does not survive the Closing, Buyer shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation (as defined in Section 14.02). Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) cure such any Environmental Defect at any time prior which Buyer fails to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value assert in its Notice of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with sameon or before the Defect Notice Date.

Notice of Environmental Defects. (a) If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period and Period; (iii) describe the Environmental Defect in reasonable specific detail, to ; (iv) identify the extent reasonably known specific Assets affected by Buyer (including the estimated value of such Environmental Defect; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant, if available to Buyer; and (vi) state Buyer’s determination of the Environmental Defect as determined by Buyer)Value, including, without limitation, the basis for such determination. (b) Except for the matters described in Section 14.01(f) and Section 14.04(a) as it relates solely to Section 5.13, any 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 (as defined in Section 14.02). Upon the receipt of such effective notice from BuyerBuyer as to an Environmental Defect, SellerSeller and Buyer shall attempt to agree to the existence of the asserted Environmental Defect, at Seller’s optionthe actions appropriate to cure the Environmental Defect, shall (i) cure and the amount of the Environmental Defect Value associated with such Environmental Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C, or (iii) may, with Buyer’s agreement, take any remedial action with respect to the alleged Environmental Defect and indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with sameDefect.