Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. To assert a claim for an Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been waived by 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 Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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. To assert a claim for an If Xxxxx discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer's Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(s's Environmental Consultant; and (vi) state Xxxxx's estimate of the Environmental Defect Value, including the basis for such estimate, for which Xxxxx would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an Buyer shall provide Seller notice of all Environmental Defect, Buyer must promptly notify Defects no later than 5:00 p.m. MST on the Seller Representative thereof date which is seven (7) days prior to the expiration of the Environmental Examination PeriodClosing Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of each Environmental Defect Property (in reasonable detail, including the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer's Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure 's reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed 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, except Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (i90) as may otherwise 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 a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect Value.

Notice of Environmental Defects. To assert Promptly upon discovery, but in any event prior to the Environmental Defect Notice Deadline, Buyer shall deliver to Seller written notices (each, a claim for an “Notice of Environmental Defect”) setting forth each Environmental Defect (other than those environmental matters described in Section 5.3 of the Disclosure Schedule (the “Disclosed Environmental Defects”)) affecting the Assets that Buyer’s Environmental Assessment identifies and that Buyer believes to be a Non-De Minimus Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration together with a description in reasonable detail of the Environmental Examination Period. To be effectiveDefect (and, to the extent reasonably necessary to support such notice 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 (an the “Environmental Defect Notice”) shall be in writing and shall include (a) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect PropertyValue”), (c) the value . Without limitation 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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) remedies for any breach by Seller of its representations and warranties in Article VI pertaining to cure such Environmental Defects(s)environmental matters, and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been conclusively waived by Buyer, except (ia) as may otherwise be a breach of the representations and warranties of a any Environmental Defect about which it fails to notify Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item writing pursuant to a Notice of Environmental Defect prior to the Environmental Defect Notice Deadline and (b) the Disclosed Environmental Defects. Buyer shall have the right to exclude an Asset from this Agreement if Buyer’s good faith estimate of Section 12.03 the Environmental Defect Value, as set forth in the Notice of Environmental Defect relating to such Environmental Defect exceeds 50% of the Allocated Value of the Asset affected thereby, in which event the Base Purchase Price shall be 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 exclude any such Asset shall not apply to an Asset with an Allocated Value of less than $100,000 unless Buyer’s good faith estimate of the Environmental Defect Value relating to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect affecting such Asset exceeds $200,000.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer's Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(s'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 cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 14.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe 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)in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists and (ii) a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) Buyer’s requirement(s) indicate the procedures recommended to cure such correct the Environmental Defects(s), Defect and (f) indicate Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.4(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall 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, except (i) as may otherwise be a breach ’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties other field notes describing the sampling methods utilized and the field conditions observed, chain of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations custody documentation and warranties in Section 6.01(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 waiverlaboratory reports.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe 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)in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) Buyer’s requirement(s) the procedures recommended to cure such correct the Environmental Defects(s), Defect and (f) Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.4(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall 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, except (i) as may otherwise be a breach ’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties other field notes describing the sampling methods utilized and the field conditions observed, chain of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations custody documentation and warranties in Section 6.01(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 waiverlaboratory reports.

Notice of Environmental Defects. To assert a claim for an If Laredo, the Company or the Environmental DefectConsultant, Buyer must promptly notify the Seller Representative thereof if applicable, discovers any Environmental Defect prior to the expiration of the Environmental Examination Period. , Laredo or the Company, as applicable, shall notify the other Party of such alleged Environmental Defect as promptly as reasonably practicable provided that failure to give notice in such manner shall not diminish the right of the Party giving such notice pursuant to this Article V. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s), be in writing; (b) be received by the Assets affected thereby (eachCompany or Laredo, an “Environmental Defect Property”)as applicable, prior to the expiration of the Examination Period; (c) describe the value of each Environmental Defect in reasonable detail, including the specific Company Real Property, Company Property (which shall and Company Facilities or Laredo Real Property, Laredo Property and Laredo Facilities, as applicable, affected by or associated with such Environmental Defect, and if applicable, identify with reasonable specificity the Environmental Laws alleged to be the Allocated Value thereof), violated; (d) documentation sufficient describe the procedures recommended to reasonably support correct, eliminate or pay the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, Defect; (e) Buyerset forth Laredo’s requirement(s) to cure or the Company’s, as applicable, good faith estimate of the Company Environmental Defect Amount or Laredo Environmental Defect Amount, as applicable, including the basis for such Environmental Defects(s), estimate; and (f) if applicable, a request to exclude the amount which Buyer reasonably believes is the Lowest Cost Response Company Property pursuant to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedSection 5.04(c). Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which the $50,000 threshold referenced Company or Laredo, as applicable has not been specifically notified by the other Party in accordance with the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyerthe other Party for purposes of this Article V. With respect to Environmental Defect(s) alleged by Laredo or the Company, except 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 sampling events, boring logs and other field notes generated by Laredo or the Company, as may otherwise be a breach applicable, during the course of the representations Environmental Review, describing the sampling methods utilized and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r)the field conditions observed, (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent all related sampling results and other applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r)data, and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a)the written conclusion of the Environmental Consultant, (c)if applicable, (d)that an Environmental Defect is believed to exist and any related recommendations from the Environmental Consultant, (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiverif applicable.

Notice of Environmental Defects. To assert a claim for an (a) If Purchaser discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly Purchaser may notify the Seller Representative thereof of such alleged Environmental Defect prior to the expiration of the Environmental Examination Period. To be effective, such 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) 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 Period (subject to any extension provided above); (iii) describe the Environmental Defect in reasonable detail, including, without limitation, (A) the written conclusion of Purchaser’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Purchaser’s Environmental Review, and shall include (aB) a detailed description of the alleged Environmental Defect(s)if applicable, (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, ; (eiv) Buyer’s requirement(s) to cure identify the specific Assets affected by such Environmental Defects(sDefect, including, without limitation, a site plan showing the location of all sampling events, boring logs and other field notes and laboratory reports (each, if applicable); (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant; and (fvi) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyerstate Purchaser’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration estimate of the Environmental Examination Period shall be deemed Defect Value, including the basis for such estimate, for which Purchaser would agree to have been waived by Buyer, except (i) as may otherwise be a breach of adjust the representations and warranties of a Seller Purchase Price in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 order to the extent applicable to the representations and warranties in Section 6.01(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 waiveraccept such Environmental Defect.

Notice of Environmental Defects. To Buyer shall have the right to assert a claim for an Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior Defect with respect to the expiration of 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 Examination PeriodDefects that have arisen on or after the Initial Closing Date, on or before the Option Claim Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a reasonably detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, and (e) Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any Environmental Defect asserted by Buyer prior to the Claim Date shall be deemed to be asserted against both the Initial Assets and the Option Assets, unless otherwise provided in the respective Environmental Defect Notice. Any matters that may otherwise constitute Environmental Defects (irrespective of with respect to the $50,000 threshold referenced in the definition thereof) but Assets that are not specifically disclosed to the Seller Representative Sellers pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Claim Date or Option Claim Date, as applicable, shall be deemed to have been waived by 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 Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Sellers of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by 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 Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual {1919007;4} - 24 - data gathered in writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Sellers elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except (i) as may otherwise be a breach of Sellers shall have the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r)option, (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 but not the obligation, to attempt to cure the Environmental Defect at any time prior to the extent applicable to the representations and warranties in Section 6.01(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 waiverClosing.

Notice of Environmental Defects. To assert a claim for an If Xxxxx discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe 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)in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists and (ii) a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) Buyer’s requirement(s) indicate the procedures recommended to cure such correct the Environmental Defects(s), Defect and (f) indicate Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.4(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall 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, except (i) as may otherwise be a breach ’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties other field notes describing the sampling methods utilized and the field conditions observed, chain of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations custody documentation and warranties in Section 6.01(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 waiverlaboratory reports.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly shall notify the Seller Representative thereof prior to the expiration of the Examination Period of such alleged Environmental Examination PeriodDefect. To be effective, such notice must (an “i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Environmental Defect Notice”in sufficient, specific detail, including, without limitation, (A) the written conclusion of Buyer’s Environmental Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review, including, without limitation, maps, reports, boring logs and shall include field notes prepared in connection with the Environmental Review, if any, and (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific general citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (eiv) identify the specific Assets affected by such Environmental Defect, (v) the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant, and (vi) Buyer’s requirement(s) to cure estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedestimate. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon the receipt of such effective notice from Buyer, except Seller shall have the option, but not the obligation, to (i) as may otherwise be a breach of attempt to cure such Environmental Defect at any time prior to the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r)Closing, (ii) for 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 the alleged Environmental Defect and, if acceptable to Buyer’s rights , indemnify Buyer pursuant to Section 12.05 against all costs which Buyer may incur in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiversame.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental Defect, Buyer must shall promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a detailed description of the each alleged Environmental Defect(s)Defect, (b) the Assets Asset or portion thereof affected thereby (each, an each “Environmental Defect Property”), (c) the value of each such Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the such asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) to cure such Environmental Defects(s)Defect, and (fe) the amount which Buyer reasonably believes is to be the net present value (using a 10% discount rate) of the Lowest Cost Response to cure the such alleged Environmental Defect(s) Defect and the computations and information upon which Buyer’s belief is based. Any Subject to the Retained Liabilities and Buyer’s remedies under Article XII, any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been waived by Buyer, except on behalf of itself and its successors and assigns, for all purposes (including, without limitation, Article XII of this Agreement). Seller shall have the right, 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) as may otherwise be a breach if Seller elects to cure an Asserted Environmental Defect, (a) if such Asserted Environmental Defect is cured by the end of the representations and warranties Cure Period, subject to Buyer’s right to dispute the completion of a Seller the cure in Section 6.01(l) and/or Section 6.01(r), (ii) for below, the Allocated Value of the applicable Environmental Defect Property shall be released by the Escrow Agent to Seller and the Environmental Defect Property shall be conveyed to Buyer’s rights in connection with Sellers’ indemnity obligations in item , but (b) if cure has not been achieved by the end of the Cure Period, the Allocated Value for the applicable Environmental Defect Property shall be released by the Escrow Agent to Buyer and the applicable Environmental Defect Property shall be retained by Seller, or (ii) if an Asserted Environmental Defect is one for which Seller properly disputes the existence or if Buyer disputes that the Seller has cured an Asserted Environmental Defect, in 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 12.03 to 4.11 and release of the extent applicable to Allocated Value by the representations and warranties Escrow Agent for such Asserted Environmental Defects shall be resolved in Section 6.01(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 waiveraccordance therewith.

Notice of Environmental Defects. To assert a claim for an Buyer shall provide Seller notice of all Environmental Defect, Buyer must promptly notify Defects no later than 5:00 p.m. Mountain Time on the Seller Representative thereof prior to the expiration of the Environmental Examination PeriodNotification Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the received by Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been waived by 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 Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a)Notification Date, (c)) describe the Environmental Defect in reasonable detail, including the 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 Asset or Assets affected by such Environmental Defect, (e) or set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for such estimate, and (g) comply with the limitations and Environmental Defect Value qualifications set forth in Section 12.034.13. ANY MATTERS THAT MAY CONSTITUTE ENVIRONMENTAL DEFECTS (EXCEPT THOSE COVERED BY THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.27) 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. Upon receipt of notices of Environmental Defects, in each caseBuyer and Seller shall meet and determine upon which of the Environmental Defects, which will Environmental Defect Values, and methods of correction they have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not be affected or diminished by this waiverthe obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring thirty (30) days after Closing.

Notice of Environmental Defects. To assert a claim for an Environmental DefectExcept as otherwise provided in Section 12.04(g), Buyer must promptly notify shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the Seller Representative thereof date which is seven (7) days prior to the expiration of the Environmental Examination PeriodClosing Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value Environmental Defect, including the written conclusion of each Buyer that an Environmental Defect Property (exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.14. Any Except as provided in Section 12.04(g), any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of the $50,000 threshold referenced which Seller has not been specifically notified by Buyer in the definition thereofaccordance with this Section 4.11 or Section 12.04(g) but together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Subject to each Party’s rights under Section 4.12 , 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, except Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (i90) as may otherwise 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 a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect Value.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible, but no later than the expiration of the Environmental Examination Period. To be effective, 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 Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, ; (eiv) identify the specific Asset or Assets affected by the Environmental Defect; and (v) state Buyer’s requirement(s) estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if the Parties elect Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period 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, except ’s rights under (iA) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r16.04(a), (iiB) for Buyer’s rights in connection Section 16.04(b) with Sellers’ indemnity obligations in item (b) respect to any breach by Seller of Section 12.03 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 extent applicable to the representations and warranties in Section 6.01(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 waiverClosing.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must promptly shall notify the Seller Representative thereof prior to Sellers of the alleged Environmental Defect as promptly as possible but no later than the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by the Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in reasonably sufficient 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated violated; (iv) identify the specific Asset or Assets affected by the Environmental Defect; (v) if Buyer collected environmental samples, include a site plan showing the location of 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; (vi) identify the procedures recommended to correct the Environmental Defect, together with any related facts that substantiate such violation, (e) recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vii) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if the Sellers elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i) as may otherwise be a breach with respect to all of the representations and warranties of a Seller Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an (a) If Purchaser discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly Purchaser shall notify the Seller Representative thereof prior to the expiration of the Examination Period of such alleged Environmental Examination Period. To be effective, such notice 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) days solely with respect to such identified environmental condition. To be effective, an Environmental Defect Notice must: (i) be in writing and shall include writing; (aii) a detailed description be received by Seller prior to the expiration of the alleged Examination Period (subject to the extension provided above); (iii) describe the Environmental Defect(s)Defect in sufficient, specific detail, including, without limitation, (bA) the Assets affected thereby (each, written conclusion of Purchaser’s Environmental Consultant that an “Environmental Defect Property”)exists, (c) the value of each Environmental Defect Property (which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Purchaser’s Environmental Review, and (dB) documentation sufficient to reasonably support the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, ; (eiv) Buyer’s requirement(s) to cure identify the specific Assets affected by such Environmental Defects(s)Defect, 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 Purchaser’s Environmental Consultant; and (fvi) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyerstate Purchaser’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration estimate of the Environmental Examination Period shall be deemed Defect Value, including the basis for such estimate, for which Purchaser would agree to have been waived by Buyer, except (iadjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 4.04(b) 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 Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverremedy therefor.

Notice of Environmental Defects. To assert a claim for an If Xxxxx discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 14.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, 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 Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i) as may otherwise be a breach with respect to all of the representations and warranties of a Seller Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an Buyer shall provide Seller notice of all Environmental Defect, Buyer must promptly notify Defects no later than 5:00 p.m. MST on the Seller Representative thereof date which is seven (7) days prior to the expiration of the Environmental Examination PeriodClosing Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of each Environmental Defect Property (in reasonable detail, including the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed 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, except Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (i90) as may otherwise 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 a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect Value.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an 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 the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of each Environmental Defect Property (in sufficient, specific detail, including the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.15. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed 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, except Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (i90) as may otherwise 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 a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect Value.

Notice of Environmental Defects. To assert a claim for an If Xxxxx discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Xxxxx would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(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 waivercure.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe 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)in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) Buyer’s requirement(s) the procedures recommended to cure such correct the Environmental Defects(s), Defect and (f) Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.04(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall 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, except (i) as may otherwise be a breach ’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties other field notes describing the sampling methods utilized and the field conditions observed, chain of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations custody documentation and warranties in Section 6.01(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 waiverlaboratory reports.

Notice of Environmental Defects. To assert a claim for an (i)If Buyer discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly shall notify Seller no later than the Seller Representative thereof prior to the expiration of the Environmental Examination PeriodScheduled Closing Date. To be effective, such notice must: (an “A) be in writing; (B) be received by Seller by 5:00 p.m. Central Time on the Scheduled Closing Date; (C) describe the Environmental Defect Notice”in reasonably specific detail, including, without limitation, (1) the written conclusion that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review, and shall include (a2) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation; (D) identify the specific Assets affected by such Environmental Defect, including, without limitation, a site plan showing the location of the Environmental Defect; (eE) make recommendations from Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response Consultant to cure the alleged Environmental Defect(sDefect; and (F) and the computations and information upon which state Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective estimate of the $50,000 threshold referenced in net present value (using a 10% discount rate) of the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice 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 11.2(c)(i) as the remedy therefor. 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 prior to the expiration Scheduled Closing Date, written notice of all known Environmental Defects discovered by Buyer during the Environmental Examination Period previous week. Buyer shall have no liability for failure to provide any such weekly notice and shall not waive any other remedies under this Agreement as a result of such failure. Any notice delivered hereunder may be deemed to have been waived by Buyerpreliminary in nature and may be supplemented prior to, except (i) as may otherwise be a breach of but no later than, the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverScheduled Closing Date.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such 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 writing Buyer’s Environmental Review; and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, except (i) as may otherwise be a breach of the representations Buyer for all purposes and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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.constitute an Assumed {1914556;9} - 24 -

Notice of Environmental Defects. To assert a claim for an Environmental Defect(a) Except as expressly provided in Section 4.10(b), Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. Mountain Time on the Notification Date. Subject to the proviso in the following sentence, to be effective, such notice must promptly notify the (a) be in writing, (b) be received by Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”)Notification Date, (c) describe the value of each Environmental Defect Property (in reasonable detail, including the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review and citation to the applicable Environmental Law that Buyer believes Seller has not complied with, (d) documentation sufficient to reasonably support identify the asserted specific Asset or Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct or cure the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for such Environmental Defects(s)estimate, and (fg) comply with the amount which limitations and Environmental Defect 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 following Buyer’s Environmental Assessment shall contain all information required by the preceding sentence to the extent that such information may reasonably believes is be determined on or before the Lowest Cost Response to cure the alleged Notification Date. EXCEPT AS EXPRESSLY PROVIDED IN Section 4.10(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. Upon receipt of notices of Environmental Defect(s) Defects, Buyer and the computations Seller shall meet and information determine upon which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to Defects, Environmental Defect Values, and methods of correction they have been waived by reached agreement. Upon the receipt of such notice from Buyer, except (i) as may otherwise be a breach of Seller shall have the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r)option, (ii) for but not the obligation, to attempt to correct to Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r)reasonable satisfaction such Environmental Defect during a period expiring on January 16, 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 waiver2018.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe 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)in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists and (ii) a separate specific citation of the provisions of Environmental Laws or Leases alleged believed by Buyer in good faith to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific location affected by such Environmental Defect, (e) Buyer’s requirement(s) indicate the procedures believed by Buyer in good faith to cure such correct the Environmental Defects(s), Defect and (f) indicate Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.4(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period 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, except (i) as may otherwise be a breach ’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties other field notes describing the sampling methods utilized and the field conditions observed, chain of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations custody documentation and warranties in Section 6.01(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 waiverlaboratory reports.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly shall notify the Seller Representative thereof Sellers prior to the expiration of the Examination Period of such alleged Environmental Examination PeriodDefect. To be effective, such notice must: (an “i) be in writing; (ii) be received by Sellers prior to the expiration of the Examination Period; (iii) describe the Environmental Defect Notice”in sufficient, specific detail, including, without limitation, (A) the written conclusion of Buyer’s Environmental Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review, and shall include (aB) a detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (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 separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Assets affected by such Environmental Defect, 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price in order to accept such Environmental Defects(s), and (fDefect if Sellers elected Section 4.04(b) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Sellers has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, except Buyer for all purposes and constitute an Assumed Obligation (i) as may otherwise be a breach of the representations and warranties of a Seller defined in Section 6.01(l) and/or Section 6.01(r14.02), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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. To (a) If, as a consequence of its Pre-Acquisition Review, Purchaser desires to assert a claim for of an Environmental DefectDefect with respect to any Assets, Buyer Purchaser must promptly notify the deliver claim notices to Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (each an “Environmental Defect Notice”) 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 (ai) a detailed 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, (bii) identification of the Assets Asset(s) adversely affected thereby by the Environmental Defect (each, each an “Environmental Defect Property”), (ciii) all documents upon which Purchaser relies for 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 value existence of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted alleged Environmental Defect(s), including a separate specific citation and (iv) Purchaser’s reasonable estimate of the provisions cost of Environmental Laws eliminating, removing, curing or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) to cure otherwise addressing such Environmental Defects(s)Defect to the extent required by, and consistent with, Governmental Authorities and Environmental Law in accordance with Section 3.2(f) (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged “Environmental Defect(sDefect Amount”) and the computations and information upon which BuyerPurchaser’s belief is based, including any analysis by any environmental engineering consultant firm hired by Purchaser. Any matters that may otherwise constitute Environmental Defects (irrespective For the avoidance of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period doubt, it shall be deemed sufficient for Purchaser to have been waived by 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 Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and satisfy clause (iii) of this Section 3.2(a) by making such supporting documents available to Seller for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) electronic download or (f) of Section 12.03by 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 curing Environmental Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all Environmental Defects discovered by Purchaser during the preceding calendar week, which will not notice may be affected or diminished by this waiverpreliminary in nature and supplemented prior to the Defect Claim Date.

Notice of Environmental Defects. To assert a claim for an Buyer shall provide Seller notice of all Environmental DefectDefects no later than 5:00 p.m. CST on March 8, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period2011. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of each Environmental Defect Property (in reasonable detail, including the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer's Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure 's reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed 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, except (i) as may otherwise Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring 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 a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(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 waiverEnvironmental Defect Value.

Notice of Environmental Defects. To assert a claim for an If Xxxxx discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a detailed description of the alleged Environmental Defect(s)be in writing, (b) be received prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of each Environmental Defect Property in reasonable detail, including (which i) the written conclusion of Buyer that an Environmental Defect exists and (ii) if then known by Xxxxx, a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation (but failure to cite all applicable laws shall be not reduce or relieve the Allocated Seller in connection with liability thereunder nor the calculation of the Environmental Defect Value thereof), (d) documentation sufficient to reasonably support identify the asserted specific Asset or Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) Buyer’s requirement(s) indicate the procedures recommended to cure such correct the Environmental Defects(s), Defect and (f) indicate Buyer’s reasonable good faith estimate of the amount Environmental Defect Value, for which Buyer reasonably believes is would agree to adjust the Lowest Cost Response Purchase Price in order to cure accept such Environmental Defect if Seller elected Section 7.4(c) as the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy therefor. Any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of which Seller has not been specifically notified by Buyer in accordance with the $50,000 threshold referenced in the definition thereof) but foregoing, together with any environmental matter that are does not specifically disclosed to the Seller Representative pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by BuyerBuyer for all purposes and constitute an Assumed Obligation of Buyer at Closing, except (i) as may otherwise be for a breach of the representations and warranties in Section 5.1(j) above. 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 Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 possession or control bearing upon or relating to the extent applicable to alleged Environmental Defect and its determination of the representations Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and warranties in Section 6.01(l) and/or Section 6.01(r)other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation 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 waiverlaboratory reports.