Post-Closing Environmental Investigation Sample Clauses

Post-Closing Environmental Investigation. (a) During the three (3) years following the Closing Date, Buyer may notify Sellers in writing of any Environmental Compliance Deficiencies affecting the Assets that were discovered by Buyer or an Environmental Auditor after the Closing, but that relate to periods prior to the Closing. Such notice shall be in writing and shall set forth a reasonably detailed description of each alleged Environmental Compliance Deficiency and proposed corrective actions (with corresponding cost estimated) (the "Environmental Defect Notice"). Sellers will notify Buyer in writing promptly after it determines that Buyer will be responsible, in whole or in part, for corrective action undertaken pursuant to this Section 10.2. (b) If the amounts previously paid by Sellers to correct Environmental Compliance Deficiencies pursuant to this Article 10 (including pre-Closing corrective action and reduction of the Purchase Price) have not exceeded the amounts of Sellers' maximum liability set forth in Section 12.4(b) and Buyer delivers an Environmental Defect Notice, Sellers agree, at their sole election, to either (without admitting that any compliance deficiencies contained in any report prepared by an Environmental Auditor or Environmental Defect Notice(s) are in fact violations of Environmental Laws): (i) perform or cause to be performed, in accordance with Section 10.3 and subject to the maximum amount of Sellers' liability set forth in Section 12.4(b), such operations as may be necessary to cure any Environmental Compliance Deficiencies; or (ii) indemnify Buyer against Losses resulting from any Environmental Compliance Deficiencies pursuant to Section 12.3(e), subject to the limitations on Sellers' liability set forth in Section 12.4(b); provided, however, if in the reasonable opinion of environmental counsel to Sellers or Buyer there is an affirmative duty to correct such

Post-Closing Environmental Investigation. (a) During the three (3) years following the Closing Date, Buyer may notify Sellers in writing of any Environmental Compliance Deficiencies affecting the Assets that were discovered by Buyer or an Environmental Auditor after the Closing, but that relate to periods prior to the Closing. Such notice shall be in writing and shall set forth a reasonably detailed description of each alleged Environmental Compliance Deficiency and proposed corrective actions (with corresponding cost estimated) (the "Environmental Defect Notice"). Sellers will notify Buyer in writing promptly after it determines that Buyer will be responsible, in whole or in part, for corrective action undertaken pursuant to this Section 10.2. (b) If the amounts previously paid by Sellers to correct Environmental Compliance Deficiencies pursuant to this Article 10 (including pre-Closing corrective action and reduction of the Purchase Price) have not exceeded the amounts of Sellers' maximum liability set forth in Section 12.4(b) and Buyer delivers an Environmental Defect Notice, Sellers agree, at their sole election, to either (without admitting that any compliance deficiencies contained in any report prepared by an Environmental Auditor or Environmental Defect Notice(s) are in fact violations of Environmental Laws):