Common use of Remedies for Alleged Environmental Defect Clause in Contracts

Remedies for Alleged Environmental Defect. With respect to each Alleged Environmental Defect asserted by Buyer in the Notice of Alleged Environmental Defect, if Seller requests. Seller and Buyer shall discuss and agree whether a particular matter constitutes an Alleged Environmental Defect. As to each claim of an Alleged Environmental Defect made by Buyer on or prior to the Defect Notice Date (and upon satisfaction of the Alleged Environmental Defect Minimum Threshold set forth in Section 8.2 above), Buyer and Seller shall endeavor to agree upon one of the following three options, with option 8.3 (c) being the default selection in the event the parties are unable to agree: (a) Prior to or at Closing, Seller and Buyer shall mutually agree in writing separate and apart from this Agreement that Seller shall correct or make arrangements for the correction of such Alleged Environmental Defect, and Closing shall proceed with Seller defending, indemnifying and holding Buyer and the Buyer Parties harmless against all Claims attributable to such Alleged Environmental Defect and without reduction of the Purchase Price; (b) Buyer shall correct or make arrangements for the correction of such Alleged Environmental Defect after Closing, and the parties shall proceed to Closing with a reduction of the Purchase Price in an amount mutually agreed to by the parties and with Buyer defending, indemnifying and holding Seller and the Seller Parties harmless against all Claims attributable to such Alleged Environmental Defect; or (c) Buyer shall accept the Assets subject to such Alleged Environmental Defect, the parties shall proceed to Closing without adjustment of the Purchase Price, and Seller shall defend, indemnify and hold Buyer and the Buyer Parties harmless against all Claims incurred by Buyer with respect to such Alleged Environmental Defect, up to, but in no event to exceed, the sum of $20,000,000 (such amount being cumulative for any and all claims of Alleged Environmental Defect made by Buyer) and only as to that portion of such Claims which are in excess of $500,000. In the event of a claim of an Alleged Environmental Defect and a demand for indemnification by Buyer hereunder, Seller reserves the right to jointly negotiate with Buyer and the agency or party, if any, making such claim the right of access to the affected site, the use of temporary storage and resources at such site, to the full extent held by Buyer, and the right to perform assessment, removal and remedial operations for such Alleged Environmental Defect, at its cost and risk, and any sums so expended by Seller shall be a credit against Seller’s indemnity obligation, if any, under this Section 8.3 (c). Each party shall cooperate with the other party’s reasonable corrective work, and any operations unreasonably interfering with the corrective work shall cease until correction is completed.

Remedies for Alleged Environmental Defect. With respect to each Alleged Environmental Defect asserted by Buyer in the Notice of Alleged Environmental Defect, if Seller requests. , Seller and Buyer shall discuss and agree whether a particular matter constitutes an Alleged Environmental Defect. As to each claim of an Alleged Environmental Defect made by Buyer on or prior to the Defect Notice Date (and upon satisfaction of the aggregate Alleged Environmental Defect Minimum Threshold set forth in Section 8.2 above8.1 below), Buyer and Seller shall endeavor to agree upon one of the following three (3) options, with option 8.3 7.3 (c) being the default selection in the event the parties are unable to agree: (a) Prior to or at Closing, Seller and Buyer shall mutually agree in writing separate and apart from this Agreement that Seller shall correct or make arrangements for the correction of such Alleged Environmental Defect, and Closing shall proceed with Seller defending, indemnifying and holding Buyer and the Buyer Parties harmless against all Claims attributable to such Alleged Environmental Defect and without reduction of the Purchase Price; (b) Buyer shall correct or make arrangements for the correction of such Alleged Environmental Defect after Closing, and the parties shall proceed to Closing with a reduction of the Purchase Price in an amount mutually agreed to by the parties and with Buyer defending, indemnifying and holding Seller and the Seller Parties harmless against all Claims attributable to such Alleged Environmental Defect; or (c) Buyer shall accept the Assets subject to such Alleged Environmental Defect, the parties shall proceed to Closing without adjustment of the Purchase Price, and Seller shall defend, indemnify and hold Buyer and the Buyer Parties harmless against all Claims incurred by Buyer with respect to such Alleged Environmental Defect, up to, but in no event to exceed, the sum of $20,000,000 Fifty Million Dollars (such amount being cumulative for any and all claims of Alleged Environmental Defect made by Buyer) and only as to that portion of such Claims which are in excess of $500,000). In the event of a claim of an Alleged Environmental Defect and a demand for indemnification by Buyer hereunder, Seller reserves the right to jointly negotiate with Buyer and the agency or party, if any, making such claim the right of access to the affected site, the use of temporary storage and resources at such site, to the full extent held by Buyer, and the right to perform assessment, removal and remedial operations for such Alleged Environmental Defect, at its cost and risk, and any sums so expended by Seller shall be a credit against Seller’s indemnity obligation, if any, under this Section 8.3 7.3 (c). Each party shall cooperate with the other party’s reasonable corrective work, and any operations unreasonably interfering with the corrective work shall cease until correction is completed.

Remedies for Alleged Environmental Defect. (A) With respect to each Alleged Environmental Defect asserted by Buyer in the a Notice of Alleged Environmental Defect, if Seller requests. , Seller and Buyer shall discuss and agree determine whether a particular matter constitutes an Alleged Environmental Defect. As to each claim of an Alleged Environmental Defect made by Buyer on or prior to the Defect Notice Date (and upon satisfaction of the Alleged Environmental Defect Minimum Threshold set forth in Section 8.2 16.2 above), Buyer and Seller shall endeavor to agree upon one of the following three options, with option 8.3 (c) being the default selection in the event the parties are unable to agree: (a1) Prior to On or at before the Closing, Seller and Buyer shall mutually agree in writing separate and apart from this Agreement that whether Seller shall correct or make arrangements for the correction of such Alleged Environmental Defect, and . The Closing shall proceed with take place and the Purchase Price shall not be reduced in these circumstances. Seller defending, indemnifying shall indemnify and holding defend the Buyer and the Buyer Parties harmless against all Claims attributable to such Alleged Environmental Defect and without reduction of the Purchase Price;Defect. (b2) Buyer shall correct or make arrangements for the correction of such Alleged Environmental Defect after Closingthe Closing occurs. The Closing shall take place, and the parties shall proceed to Closing with a reduction of provided that the Purchase Price in shall be reduced by an amount mutually agreed to by the parties Parties. Buyer shall indemnify and with Buyer defending, indemnifying and holding defend the Seller and the Seller Parties harmless against all Claims attributable to such Alleged Environmental Defect; or. (c3) Buyer shall accept the Assets subject to such Alleged Environmental Defect, Defect and the parties Closing shall proceed to Closing take place without any adjustment of the Purchase Price, and . Seller shall defend, indemnify and hold defend Buyer and the Buyer Chevron U.S.A. Inc./ ASPA GUG Asset Sale and Purchase Agreement Dom Ltr (Rev4 May 2009)) Parties harmless against all Claims incurred by Buyer with respect to such Alleged Environmental Defect, up to, but in no event to exceed, the sum of $20,000,000 US$50,000 (such amount being cumulative for any and all claims of Alleged Environmental Defect made by Buyer) and ). Seller’s obligation to pay up to the aforementioned sum applies only as to that portion of after such Claims exceed US$50,000, which are in excess of $500,000amount shall be borne by Buyer. In the event of a claim of an Alleged Environmental Defect and a demand for indemnification by Buyer hereunder, Seller reserves the right to jointly negotiate with Buyer and the agency or party, if any, making such claim the right of access to the affected site, the use of temporary storage and resources at such site, to the full extent held by Buyer, and the right to perform assessment, removal and remedial operations for such Alleged Environmental Defect, at its cost and risk, and any sums so expended by Seller shall be a credit against Seller’s indemnity obligation, if any, under this Section 8.3 16.3(A)(3). (c). B) If Buyer and Seller are not able to agree on the selection of one of the remedies set forth in Section 16.3(A) above, then the remedies set forth in Section 16.3(A)(3) shall apply. (C) Each party Party shall cooperate with the other partyParty’s reasonable corrective work, and any operations unreasonably interfering with the corrective work shall cease until correction is completed.