Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (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 Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall provide promptly notify Seller notice of all such alleged Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing DateDefect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect existsexists and (ii) if then known by Buyer, which conclusion 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 reasonably substantiated by not reduce or relieve the factual data gathered Seller in Buyer’s connection with liability thereunder nor the calculation of the Environmental ReviewDefect Value thereof), (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) set forth indicate the procedures recommended to correct the Environmental Defect, Defect and (f) set forth indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, including for which Buyer would agree to adjust the basis for Purchase Price in order to accept such estimate, and (g) comply with the Environmental Defect Value provisions of if Seller elected Section 4.147.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed ObligationObligation of Buyer at Closing, except for a breach of the representations and warranties in Section 5.1(j) above. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, a timely Environmental Defect ValuesNotice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and methods of correction other information in Buyer’s possession or control bearing upon or relating to the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such alleged Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of 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.

Notice of Environmental Defects. Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST Mountain Time on the date which is seven (7) days prior to the Closing Notification Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination PeriodNotification 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 Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable reasonable, good faith estimate of the Environmental Defect Value, including the basis supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall provide promptly notify Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days thereof prior to the Closing Dateexpiration of the Environmental Examination Period. To be effective, such notice must (an “Environmental Defect Notice”) shall be in writing and shall include (a) be in writinga description of each alleged Environmental Defect, (b) be received by Seller prior to the expiration of the Examination PeriodAsset or portion thereof affected thereby (each “Environmental Defect Property”), (c) describe the value of such Environmental Defect in reasonable detail, including the written conclusion of Buyer that an Environmental Defect exists, Property (which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental ReviewAllocated Value thereof), (d) identify the specific Assets affected by documentation sufficient to reasonably support such asserted Environmental Defect, and (e) set forth the procedures recommended amount which Buyer reasonably believes to correct be the net present value (using a 10% discount rate) of the Lowest Cost Response to cure such alleged Environmental Defect, (f) set forth Defect and the computations and information upon which Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14belief is based. Any matters that may otherwise constitute Environmental Defects, Defects but of which that are not specifically disclosed to Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute pursuant to an Environmental Defect, Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been waived by Buyer Buyer, on behalf of itself and its successors and assigns, for all purposes and constitute an Assumed Obligation. Upon receipt (including, without limitation, ARTICLE XII of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Valuethis Agreement).

Notice of Environmental Defects. Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Notification Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination PeriodNotification 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 Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable reasonable, good faith estimate of the Environmental Defect Value, including the basis supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.reached

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall provide promptly notify Seller notice within 3 business days of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date. To be effectivesuch discovery and, such notice must (a) be in writingany event, (b) be received by Seller prior to the expiration of the Environmental Examination Period. To be effective, notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (a) a description of the alleged Environmental Defect(s) including the GPS coordinates of the Condition (when available), (b) the Asset(s) affected (each “Environmental Defect Property”), (c) describe the Environmental Defect in reasonable detaildocumentation, including any physical measurements or, to the written conclusion of Buyer that an extent permitted by Seller under section 5.01, lab analyses, or photographs sufficient to reasonably support the asserted Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental ReviewDefect(s), (d) identify the specific Assets affected by such amount which Buyer reasonably believes to be the Lowest Cost Response to cure the alleged Environmental DefectDefect(s) and the computations and information upon which Buyer’s belief is based, and (e) set forth the procedures recommended to correct the The Specific Environmental Defect, Regulation (fand date promulgated) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14that has been violated. Any matters that may otherwise constitute Environmental Defects, Defects but of which that are not specifically disclosed to Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute pursuant to an Environmental Defect, Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been accepted and 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, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Notification Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination PeriodNotification 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 Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable reasonable, good faith estimate of the Environmental Defect Value, including the basis supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. If, prior to Closing, Buyer determines the existence of an "Environmental Defect" as defined in Section 7.6 below, Buyer shall provide Seller notice notify Sellers in writing of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior any matter Buyer considers to the Closing Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including the written conclusion of Buyer that an Environmental Defect existsas soon as reasonably possible after Buyer becomes aware of such Environmental Defect but, which conclusion in any event, by not later than the Defect Notice Date. Such notice ("Notice of Environmental Defect") shall be reasonably substantiated by include (i) a specific description of the factual data gathered in Buyer’s Environmental Review, (d) identify the specific Assets affected by such matter Buyer asserts as an Environmental Defect, (eii) set forth a specific description of the procedures recommended to correct Asset or portion of the Assets that is affected by the Environmental Defect, (fiii) set forth Buyer’s reasonable 's calculation of (x) the amount by which each Environmental Defect has diminished the value of the Assets and (y) the amount necessary to eliminate or resolve all Environmental Liabilities relating to such Environmental Defect, such amounts to be determined by Buyer in good faith estimate of and in a commercially reasonable manner (collectively, the "Environmental Defect Value, including the basis for such estimate"), and (giv) comply with all necessary and desirable supporting documentation. Except for (i) the exclusions from Buyer's Assumed Environmental Defect Value provisions of Obligations specified in Section 4.14. Any matters that may otherwise constitute Environmental Defects12.5(b) and (ii) Sellers' representation and warranty set forth in Section 4.1(p), but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that representation and warranty does not constitute an Environmental Defectsurvive the Closing, Buyer shall be deemed to have been waived by any Environmental Defect which Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices fails to assert in its Notice of Environmental Defects, Defect on or before the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect ValueNotice Date.

Notice of Environmental Defects. Buyer Prima shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Title Claim Date. To be effective, such notice must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including the written conclusion of Buyer Prima that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Buyers’ Environmental Review, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth BuyerPrima’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer Prima in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer Buyers for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties Seller and Prima shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties Seller and Prima have reached agreement. Upon the receipt of such effective notice from BuyerPrima, Seller shall have the option, but not the obligation, to attempt to correct to Prima’s reasonable satisfaction such Environmental Defect during a period expiring ninety (90) days after the Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall provide promptly notify Seller notice of all such alleged Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing DateDefect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable sufficient, specific detail, including (i) 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, and (ii) a separate specific citation of the provisions of Environmental Laws 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 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, (e) set forth the procedures recommended to correct the Environmental Defect, Defect and (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including including, without limitation, the basis for such estimate, and (g) comply with for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect Value provisions of if Seller elected Section 4.147.4(b) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall shall, subject to Section 3.3(b), be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt assumed obligation of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Buyer at Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of the Environmental Defect Value.

Notice of Environmental Defects. Prior to one hundred eighty (180) days after the Closing Date (the “Environmental Inspection Period”), Buyer shall provide Seller notice review the inspection and testing results of all the Properties and determine if any “Environmental Defects no later than 5:00 p.m. MST Defect” (hereinafter defined) exists with respect to the Properties. An “Environmental Defect” shall mean an Environmental Claim attributable to or arising out of a violation of any Environmental Law (i) in effect on the date which is seven (7) days Effective Time and applicable to conditions prior to the Closing Date. To be effective, such notice must (a) be in writing, (bii) be received by Seller that is made known to Buyer prior to the expiration of the Examination Period, Environmental Inspection Period and (ciii) describe to which prompt remedial or corrective action is required or would be undertaken by a prudent operator of oil and gas properties. Prior to 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 Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable good faith estimate expiration of the Environmental Defect ValueInspection Period, including Buyer shall notify Seller in writing of any Environmental Defects with respect to the basis for such estimateProperties, and the estimated value of any such Environmental Defects (g) comply with e.g. the Environmental Defect Value provisions estimated cost of Section 4.14. Any matters that may otherwise constitute remediating or correcting such Environmental Defects). In the event such notice is not timely delivered, but all Environmental Defects of which Seller Buyer has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, notice as of such date shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Buyer shall thereafter have no right to claim Environmental Defects, Defects pursuant to this Section 5.2; and in the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of event the Environmental Defect Valuenotice is timely delivered, all Environmental Defects of which Buyer has notice as of such date and are not claimed in such notice shall be deemed waived for all purposes, subject, however, to Section 5.2.6 hereof.