Termination as to Property. Notwithstanding anything in this Agreement to the contrary, if Buyers determine, in their reasonable discretion, prior to the Closing or, with respect to any Station Property for which a Phase II ESA has not been completed prior to thirty (30) days before the Closing, the thirtieth (30th) day after the date of completion of the applicable Phase II ESA, that a Material Environmental Condition exists at such Station Property, then Buyers may elect to treat such Station Property as a Rejected Property and reduce the Purchase Price by the Assigned Drop Value assigned to such Station Property. Additionally, if Sellers determine, in their reasonable discretion, prior to the Closing or, with respect to any Station Property for which a Phase II ESA has not been completed prior to thirty (30) days before the Closing, the thirtieth (30th) day after the date of completion of the applicable Phase II ESA, that a Material Environmental Condition exists at such Station Property that would be reasonably likely to result in Liabilities to Sellers in excess of the Assigned Drop Value plus Seven Hundred Fifty Thousand Dollars ($750,000) for each such Station Property, then Sellers, in their sole discretion, may notify Buyers of their desire to treat such Station Property as a Rejected Property, and such Station Property shall be treated as a Rejected Property and the Purchase Price shall be reduced by the Assigned Drop Value assigned to such Station Property; provided that any Covered Transaction Expenses related to such Rejected Property shall be deducted from Excess Covered Transaction Expenses. For the avoidance of doubt, Buyers and Sellers may designate one or more Station Properties as Rejected Properties, so long as such Station Property(ies) fit the criteria in this Section 5.5(d).
Termination as to Property. Notwithstanding anything in this Agreement to the contrary, if Buyers determine, in their reasonable discretion, prior to the Closing, that a Material Environmental Condition (other than Retained Contamination identified on Schedule 1.1(vi)) exists at one or more of the Station Properties, then Buyers may propose to Sellers a cure for such Material Environmental Condition. If Sellers reject such cure, then Buyers may elect to treat such Station Property(ies) as a Rejected Property. As used herein, a “Material Environmental Condition” shall mean any Contamination that is discovered after the Effective Date and prior to Closing that requires or would reasonably be expected to require Governmental Entities to open an incident number with respect to such Contamination.
