Common use of Remedies for Environmental Defects Clause in Contracts

Remedies for Environmental Defects. Subject to SM Energy’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect timely asserted by Buyer in accordance with Section 7.1(a) is not waived in writing by Buyer or cured on or before Closing, SM Energy shall, at its sole option, elect to: (i) reduce the Purchase Price by the Remediation Amount for such Environmental Defect; (ii) retain the entirety of the Environmental Defect Property subject to such Environmental Defect, together with all associated Assets, and reduce the Purchase Price by an amount equal to the Allocated Value of the Environmental Defect Property and associated Assets; or (iii) with the prior written consent of Buyer, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. If SM Energy elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligations.

Remedies for Environmental Defects. Subject to SM Energy’s continuing right to dispute the existence of an Environmental Defect or the Remediation Amount asserted with respect thereto and subject to the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect timely asserted by Buyer in accordance with Section 7.1(a) is not waived in writing by Buyer or cured on or before Closing, SM Energy shall, at its sole option, elect to: (i) reduce the Purchase Price by the Remediation Amount for such Environmental Defect; (ii) assume responsibility for the Remediation of such Environmental Defect; (iii) retain the entirety of the Environmental Defect Property subject to such Environmental Defect, together with all associated Assets, and reduce the Purchase Price by an amount equal to the Allocated Value of the Environmental Defect Property and associated Assets; or (iiiiv) with the prior written consent of Buyer, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. If SM Energy elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligations. If SM Energy elects the option set forth in clause (ii) above, SM Energy shall use its reasonable efforts to implement such Remediation in a manner that is consistent with the requirements of Environmental Laws in a timely fashion for the type of Remediation that SM Energy elects to undertake. SM Energy will be deemed to have adequately completed the Remediation required in the immediately preceding sentence at such time that SM Energy reasonably believes that the Remediation has been implemented to the extent necessary to comply with existing regulatory requirements.

Remedies for Environmental Defects. Subject (a) With respect to SM Energy’s continuing right to dispute the existence of each asserted Environmental Defect described in an Environmental Defect Defects Notice that is not cured to Buyer’s reasonable satisfaction on or before the Remediation Amount asserted with respect thereto and subject to Closing, the Individual Environmental Threshold and the Aggregate Deductible, in the event that any Environmental Defect timely Values for such Environmental Defects asserted by Buyer in such Defects Notice shall be included in the Aggregate Default Threshold. If the Closing occurs, there shall be no adjustment to the Purchase Price for Environmental Defects. (b) Any dispute regarding the validity of any Environmental Defect and/or Environmental Defect Value asserted by Buyer in an Environmental Defects Notice shall be a Disagreement subject to exclusive and final resolution by a Referee pursuant to Article XIV and Sellers’ Representative may elect to submit such Disagreement to a Referee in accordance with Article XIV. Subject to Section 7.1(a) is 11.01(d), the Closing shall be delayed until the resolution of all such Disagreements. If Sellers’ Representative does not waived so submit any such Disagreement with respect to any Environmental Defect or any Environmental Defect Value for any Environmental Defect to a Referee in writing by accordance with Article XIV within five Business Days after the delivery to Sellers’ Representative from Buyer of the Environmental Defects Notice asserting such Environmental Defect or cured on or before Closing, SM Energy shall, at its sole option, elect to: such Environmental Defect Value for such Environmental Defect then (i) reduce the Purchase Price by the Remediation Amount for such Environmental Defect; (ii) retain the entirety of the Environmental Defect Property subject to such Environmental Defect, together with all associated Assets, and reduce the Purchase Price by an amount equal to the Allocated Value of the Environmental Defect Property and associated Assets; or (iii) with the prior written consent of Buyer, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. If SM Energy elects the option set forth in clause (i) above, Buyer Sellers shall be deemed to have assumed responsibility waived any rights to object to or dispute such Environmental Defect and any such Environmental Defect Value for any such Environmental Defect and (ii) such Environmental Defect Value shall become final and binding for all costs and expenses attributable to the Remediation purposes of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligationsthis Agreement.

Remedies for Environmental Defects. Subject to SM EnergySeller’s continuing right to dispute the existence of an Environmental Defect or and/or the Remediation Environmental Defect Amount asserted with respect thereto and subject to the Individual Environmental Threshold and rights of the Aggregate DeductibleParties pursuant to Section 3.21, in the event that if any Environmental Defect timely asserted by Buyer in accordance with Section 7.1(a) pursuant to an Environmental Defect Notice delivered before the Defect Claim Date is not waived in writing by Buyer or cured on or before Closingthe Closing Date, SM Energy Seller shall, at its sole option, elect to: (ia) subject to the Individual Environmental Defect Threshold and Aggregate Defect Deductible, reduce the Base Purchase Price by the Remediation Amount for such Environmental Defect; (ii) retain the entirety amount of the Environmental Defect Property subject Amount relating to such Environmental DefectDefect as agreed upon by Seller and Buyer or determined pursuant to Section 3.21; (b) provided that the Parties shall have agreed in writing to a general plan of remediation with respect to such Environmental Defect and the time period by which such remediation shall take place, together with all associated Assetscure such Environmental Defect after Closing; (c) retain the affected Asset, in which event the affected Asset shall be deleted from the Agreement and reduce the Purchase Price shall be reduced by an amount equal to the Allocated Value of the such affected Asset; (d) if such Environmental Defect Property and associated Assetscan be cured by paying a fine or penalty, Seller may cure such Environmental Defect by electing to pay such fine or penalty; or (iiie) with the prior written consent of Buyerif applicable, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets terminate this Agreement pursuant to an indemnity agreement in a form mutually agreeable to the Parties. If SM Energy elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed ObligationsSection 11.1(d).

Remedies for Environmental Defects. Subject to SM EnergySeller’s continuing right to dispute the existence of an Environmental Defect or and/or the Remediation Environmental Defect Amount asserted with respect thereto and subject to the Individual Environmental Threshold and rights of the Aggregate DeductibleParties pursuant to Section 3.21, in the event that if any Environmental Defect timely asserted by Buyer in accordance with Section 7.1(a) pursuant to an Environmental Defect Notice delivered before the Defect Claim Date is not waived in writing by Buyer or cured on or before Closingthe Closing Date, SM Energy Seller shall, at its sole optionoption (except as otherwise provided below), elect to: (ia) subject to the Individual Environmental Defect Threshold and Aggregate Defect Deductible, reduce the Base Purchase Price by the Remediation amount of the Environmental Defect Amount for relating to such Environmental DefectDefect as agreed upon by Seller and Buyer or determined pursuant to Section 3.21; (iib) upon the agreement of Buyer, indemnify Buyer against all Claims resulting from such Environmental Defect pursuant to an indemnity agreement in a form reasonably agreeable to Seller and Buyer provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the Allocated Value for the Asset made the subject thereof; (c) retain the entirety of the Environmental Defect Property Asset that is subject to such Environmental Defect, together with all associated Assets, and reduce the Purchase Price by an amount equal to the Allocated Value of the Environmental Defect Property and associated Assets; or (iii) with the prior written consent of Buyer, indemnify Buyer against all Liability resulting from such Environmental Defect with respect to the Assets pursuant to an indemnity agreement in a form mutually agreeable to the Parties. If SM Energy elects the option set forth in clause (i) above, Buyer shall be deemed to have assumed responsibility for all costs and expenses attributable to the Remediation of the applicable Environmental Defect (net to the Assets) and all Liabilities (net to the Assets) with respect thereto, and Buyer’s obligations with respect to the foregoing shall be deemed to constitute part of the Assumed Obligations.in