Alleged Adverse Condition definition

Alleged Adverse Condition means an Adverse Condition asserted by Buyer in accordance with Section 5.2.
Alleged Adverse Condition means any condition or circumstance not in compliance with, or that has given rise to any liability or obligation to report, investigate, monitor, remove, cleanup, remediate, restore or correct under applicable Environmental Laws existing as of the Closing Date that: (a) is asserted by Buyer in accordance with Article 5.2, and (b) requires an expenditure to remedy exceeding One Million Dollars (US $1,000,000) net to Seller’s interests in the Property affected by such individual condition; provided, however, that for purposes of determining whether any Alleged Adverse Condition meets such threshold amount, if the same Alleged Adverse Condition affects more than one Property, the costs and expenditures attributable to such Alleged Adverse Condition shall be aggregated for all of the affected Properties; provided, further, that if the costs and expenditures attributable to an Alleged Adverse Condition are in excess of the $1,000,000 threshold, then all of the costs and expenditures attributable to such Alleged Adverse Condition will be included in the calculation of the aggregate value of all Aggregate Transaction Claims in determining whether the Deductible has been met.
Alleged Adverse Condition means an environmental or physical --------------------------- condition asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with remediating such individual --- Alleged Adverse Condition exceeds Seventy-five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED ADVERSE CONDITION UNLESS THE AGGREGATE COST ASSOCIATED WITH REMEDIATING ALL SUCH ALLEGED ADVERSE CONDITION(S) EXCEEDS THREE PERCENT (3%) OF THE UNADJUSTED PURCHASE PRICE (AS HEREINAFTER DEFINED) (IT BEING ACKNOWLEDGED AND AGREED THAT BUYER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ALLEGED ADVERSE CONDITION(S) UP TO THREE PERCENT (3%) OF THE UNADJUSTED PURCHASE PRICE).

Examples of Alleged Adverse Condition in a sentence

  • Notwithstanding anything in this Agreement to the contrary, with respect to an Alleged Adverse Condition and/or any Claim relating thereto, in determining whether Buyer is entitled to a remedy for such Alleged Adverse Condition and/or any Claim relating thereto, the threshold amounts with respect thereto shall not be applied more than once.

  • Seller’s election to attempt to cure, or to provide indemnity against an Alleged Adverse Condition, shall not constitute a waiver of Seller’s right to dispute the existence, nature or value of, or cost to cure, the Alleged Adverse Condition.

  • Seller’s remediation of any Alleged Adverse Condition may not materially interfere with the use of operation of the affected Property.

  • No payment shall be due with respect to any Alleged Adverse Condition for which Seller, at its option, delivers to Buyer an indemnity agreement in favor of Buyer in accordance with Article 5.2.1, nor shall any Alleged Adverse Condition for which Seller has indemnified Buyer be included as an Aggregate Transaction Claim.

  • For the removal of doubt, Buyer’s release under this Article 12.5 does not prevent Buyer from asserting the existence of an Alleged Adverse Condition under Article 5.2 for any condition that, as of a date prior to Closing, violates existing Laws with respect to Process Safety Management.


More Definitions of Alleged Adverse Condition

Alleged Adverse Condition means an environmental or physical condition asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with remediating such individual Alleged Adverse Condition can reasonably be expected to exceed Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED ADVERSE CONDITION UNLESS THE
Alleged Adverse Condition means an environmental or physical condition on or migrating from the Properties asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with compliance with the pertinent Environmental Laws of such individual Alleged Adverse Condition exceeds Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be entitled to raise an Alleged Adverse Condition unless the aggregate cost associated with remediating all such Alleged Adverse Condition(s) exceeds $10,000,000 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Alleged Adverse Condition(s) up to $10,000,000).
Alleged Adverse Condition means an environmental or physical condition asserted by Seller in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds FIFTY THOUSAND and No/100 United States Dollars (US $50,000) net to Buyer's interests. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be entitled to raise an Alleged Adverse Condition unless the aggregate cost associated with remediating all such Alleged Adverse Condition(s) exceeds three percent (3%) of the Amoco Defect Value (it being acknowledged and agreed that Seller shall be solely responsible for any and all Alleged Adverse Condition(s) up to three percent (3%) of the Amoco Defect Value).
Alleged Adverse Condition means an environmental or physical condition on or migrating from the Properties asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with compliance with the pertinent Environmental Laws of such individual Alleged Adverse Condition exceeds Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO
Alleged Adverse Condition means an environmental or physical condition asserted by Seller in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds FIFTY THOUSAND and No/100 United States Dollars (US $50,000) net to Buyer's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, SELLER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED ADVERSE CONDITION UNLESS THE AGGREGATE COST ASSOCIATED WITH REMEDIATING ALL SUCH ALLEGED ADVERSE CONDITION(S) EXCEEDS THREE PERCENT (3%) OF THE AMOCO DEFECT VALUE (IT BEING ACKNOWLEDGED AND AGREED THAT SELLER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ALLEGED ADVERSE CONDITION(S) UP TO THREE PERCENT (3%) OF THE AMOCO DEFECT VALUE).
Alleged Adverse Condition means an environmental or physical --------------------------- condition asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with remediating such individual --- Alleged Adverse Condition exceeds Xxx Xxxxxxx Xxxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars (US $100,000) net to Seller's interests.
Alleged Adverse Condition means any condition or circumstance not in compliance with, or that has given rise to any liability or obligation to report, investigate, monitor, remove, cleanup, remediate, restore or correct under, applicable Environmental Laws existing as of the Exchange Closing Date that: