Lowest Cost Response means the response required or allowed under Environmental Laws that addresses the condition present at the lowest cost (considered as a whole taking into consideration any material negative impact such response may have on the operations of the relevant assets and any potential material additional costs or liabilities that may likely arise a result of such response) as compared to any other response that is consistent with Environmental Laws.
Lowest Cost Response means the response required or allowed under Environmental Laws that cures, remediates, removes or otherwise remedies the applicable condition present at the lowest cost (considered as a whole taking into consideration any material negative impact such response may have on the operations of the relevant Assets and any potential material additional costs or liabilities that may likely arise as a result of such response) as compared to any other response that is required or allowed under Environmental Laws and that will permit the continued operation of the affected Asset (to the extent it constitutes an operated Asset on the Effective Time) in substantially the same manner in which it is operated on the Effective Time. The Lowest Cost Response shall not include (a) the costs of Buyer’s or any of its Affiliate’s employees, project manager(s) or attorneys, (b) expenses for matters that are costs of doing business, e.g., those costs that would ordinarily be incurred in the day-to-day operations of the Assets, or in connection with permit renewal/amendment activities, maintenance on active Resource Conservation and Recovery Act of 1976 (as amended, “RCRA”) management units, and operation and oversight of active RCRA management units, in each case in the absence of the relevant Environmental Condition, (c) overhead costs of Buyer or its Affiliates, (d) costs and expenses that would not have been required under Environmental Laws as they exist on the Execution Date, (e) costs or expenses incurred in connection with remedial or corrective action that is designed to achieve standards that are more stringent than those required for similar facilities or that fails to reasonably take advantage of applicable risk reduction or risk assessment principles allowed under applicable Environmental Laws, and/or (f) any costs or expenses relating to the assessment, remediation, removal, abatement, transportation and disposal of any asbestos, asbestos containing materials or NORM.
Lowest Cost Response means the response required or allowed under Environmental Laws that addresses the identified condition at the lowest cost (considered as a whole, taking into consideration any material negative impact such response may have on the operations of the relevant Properties and any potential material additional costs or liabilities that may likely arise as a result of such response) as compared to any other response that is required or allowed under Environmental Laws. The Lowest Cost Response shall include taking no action, leaving the condition unaddressed, periodic monitoring or the recording of notices in lieu of remediation, if such responses are allowed under Environmental Laws. The Lowest Cost Response shall not include (i) the costs of Buyer’s and/or its Affiliate’s employees, project managers or attorneys, (ii) expenses for matters that are costs of doing business, e.g., those costs that would ordinarily be incurred in the day-to-day operations of the Properties, or in connection with permit renewal/amendment activities, maintenance on active Resource Conservation and Recovery Act of 1976 (as amended, “RCRA”) waste management units, and operation and oversight of active RCRA waste management units, (iii) overhead costs of Buyer and/or its Affiliates, (iv) costs and expenses that would not have been required under Environmental Laws as they exist on the Execution Date, (v) costs or expenses incurred in connection with remedial or corrective action that is designed to achieve standards that are more stringent than those required for similar facilities or that fails to reasonably take advantage of applicable risk reduction or risk assessment principles allowed under applicable Environmental Laws, and/or (vi) any costs or expenses relating to the assessment, remediation, removal, abatement, transportation and disposal of any asbestos, asbestos containing materials or NORM.
Examples of Lowest Cost Response in a sentence
Subject to Seller’s continuing right to dispute the existence of an Environmental Defect and/or the Lowest Cost Response therefor pursuant to Section 4.11, Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Environmental Defect prior to Closing.
As used herein “Environmental Defect Value” means, with respect to each Environmental Defect, its Lowest Cost Response.
Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws and all assumptions used to calculate the Lowest Cost Response.
An Asset shall be deemed to have an “Environmental Defect” if Buyer shows that such Asset is subject to a condition or occurrence constituting a violation of Environmental Laws (a “Condition”) with respect to which the Lowest Cost Response is reasonably estimated to require expenditure in excess of $20,000.
An Asset shall be deemed to have an “Environmental Defect” if Buyer discovers that such Asset is subject to a condition constituting a violation of Environmental Laws with respect to which the Lowest Cost Response therefor is reasonably estimated to require an expenditure in excess of $25,000; provided that an Environmental Defect shall not be deemed to exist with respect to NORM in connection with in-use equipment or with respect to any issues disclosed in Schedule 5.02.
More Definitions of Lowest Cost Response
Lowest Cost Response means the lesser of (A) the reasonably estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, or (B) the amount of Environmental Liabilities that Seller reasonably believes will be incurred or required to be paid by it with respect thereto.
Lowest Cost Response means the response authorized under Environmental Laws that addresses an environmental condition which requires Remediation (including such Remediation required by any Governmental Authority) at the lowest cost (discounted to present value, using a seven percent (7%) discount rate) (taking into consideration any direct expenses, liabilities or Damages that are reasonably expected to arise as a result of such response) as compared to any other response that is authorized under Environmental Laws and that allows for the continued safe and prudent operation of the affected asset. Taking no action for an environmental condition for which Remediation is required shall constitute the Lowest Cost Response if, after investigation, taking no action is determined to be allowed under Environmental Laws (unless Remediation is required by any Governmental Authority). If taking no action for an environmental condition for which Remediation is required is not allowed under Environmental Laws, the least costly active remedy, such as (x) a risk-based closure that may or may not require institutional controls such as deed restrictions limiting the use of the property to its present or similar uses or prohibiting the installation of shallow groundwater xxxxx, or (y) the installation of engineering controls or physical barriers to contain, stabilize, prevent migration of, or exposure to, Hazardous Materials, including caps, dikes, encapsulation, leachate collection systems, and similar barriers or controls, shall be the Lowest Cost Response; provided that the Lowest Cost Response shall always include Remediation required by any Governmental Authority.
Lowest Cost Response means the response required or allowed under HSE Laws that addresses the Chemical Substances present at the lowest cost (considered as a whole taking into consideration any negative impact such response may have on the conduct of the Contributed Business and any potential additional costs or liabilities that may arise as a result of such response) as compared to any other response that is consistent with HSE Laws. Taking no action shall constitute the Lowest Cost Response if, after investigation, taking no action is determined to be consistent with HSE Laws. If taking no action is not consistent with HSE Laws, the least costly non-permanent remedy (such as mechanisms to contain or stabilize Chemical Substances, including caps, dikes, encapsulation, leachate collection systems, etc.) shall be the Lowest Cost Response, provided that such non-permanent remedy is consistent with HSE Laws and less costly than the least costly permanent remedy (such as the excavation and removal of soil).
Lowest Cost Response means the Response to Environmental Conditions that: (i) addresses the Hazardous Substances present in an Area of Environmental Concern at the lowest cost, considered as a whole, as compared to any other Response to Environmental Conditions; and (ii) does not have a material adverse effect on the operation of a Facility. The determination of which Response to Environmental Conditions is the Lowest Cost Response shall be based on the application of the Remediation Standards pertaining to the Hazardous Substances to be addressed by the Response to Environmental Conditions (the "Applicable Remediation Standards") that are: (x) the least stringent Remediation Standards applicable to Land used for purposes for which the HAC Facilities were used at the time of Closing; and (y) in effect at the time the Response to Environmental Conditions is implemented, provided however that if a Material Change in a Remediation Standard has occurred, the Applicable Remediation Standards shall be the Remediation Standards in effect at the time of Closing. For purposes of determining the Lowest Cost Response, the cost of a Response to Environmental Conditions shall specifically include, but not be limited to: (i) costs arising from the necessary cessation of production activities that would directly result from the implementation of such Response to Environmental Conditions; and (ii) the costs of removing and disposing of any building, and any component parts thereof, that would be necessitated by such Response to Environmental Conditions. Taking no action shall constitute the Lowest Cost Response if, after investigation of the Environmental Conditions of the Area of Environmental Concern, taking no action is determined to be consistent with Environmental Laws and Applicable Remediation Standards. If taking no action is not consistent with Environmental Laws and Applicable Remediation Standards, the least costly non-permanent remedy (such as an Institutional Control or an Engineering Control) shall be the Lowest Cost Response, provided that such non-permanent remedy is consistent with Environmental Laws and Applicable Remediation Standards and is less costly than the least costly permanent remedy (such as the excavation and removal of contaminated soil). Approval of a Remedial Action by an Environmental Authority exercising jurisdiction over an Area of Environmental Concern is not evidence that such Remedial Action constitutes the Lowest Cost Response if: (i) a Material Change i...
Lowest Cost Response means any Remedial Action that both meets the most stringent of the following and is in compliance with Environmental Law: (a) the least stringent corrective action or cleanup standards acceptable under Environmental Laws or required by the Governmental Authority, in effect at the time of the Remedial Action, based upon use of differential clean-up standards based upon the nature of the land use of the affected property as of the Closing Date, that will allow continued use and operation of the property for such purpose without material interference; provided, however, in the event Lowest Cost Response would require institutional controls, the institutional controls shall not be considered "Lowest Cost Response" to the extent they would render any portion of the property that the Company has a reasonable expectation of use for industrial purpose at the time of implementation of the Remedial Action in question, nonusable for such intended use it being further understood and agreed that if Remedial Action with respect to air emissions is required and a permit or other authorization covering the historical level of air emissions at a facility that does not impose conditions requiring material adverse changes to the operations of the facility can be obtained without the need for control equipment, the installation of control equipment shall not be considered "Lowest Cost Response;" (b) in the absence of cleanup standards or corrective action required under Environmental Laws, the cleanup standard or corrective action shall be deemed to be such specifications as reasonably determined by the Approved Environmental Consultant in consultation with the Non-Responding Party; (c) the corrective action or cleanup standard established in any applicable lease in effect on or prior to the closing governing the Company's occupancy of any of the real property that is subject to the Remedial Action; or (d) the corrective action or cleanup standard required by any judicial or administrative resolution or settlement agreement of a third party claim achieved or entered into pursuant to the procedures set forth in this Article XIV. Except with respect to post-Closing Releases to air for a period of up to 120 days expressly included in clause (ii) of the definition of "Seller Environmental Liabilities," the Indemnifying Party shall not have any indemnity obligation in respect of that portion of any environmental condition caused by the Indemnified Party, including, without limita...
Lowest Cost Response means the Corrective Action response required or allowed under Environmental Laws that addresses Hazardous Substances present at the lowest cost (considered as a whole taking into consideration any negative impact such response may have on the business conducted on the property and any potential additional costs or liabilities that may arise as a result of such response) as compared to any other response that is consistent with Environmental Laws. Taking no action shall constitute the Lowest Response Cost if, after investigation, taking no action is determined to be consistent with Environmental Laws. If taking no action is not consistent with Environmental Laws, the least costly non-permanent remedy (such as mechanisms to contain or stabilize Hazardous Substances including caps, dikes, encapsulation, leachate collection systems, etc.) shall be the Lowest Cost Response, provided that such non-permanent remedy is consistent with Environmental Laws and less costly than the least costly permanent remedy (such as excavation and removal of soil).
Lowest Cost Response means the response required or allowed under Environmental Laws that cures, remediates, removes, addresses or remedies an Environmental Condition or Environmental Defect, in the most cost-effective manner (taken as a whole, taking into consideration any direct expenses, liabilities or Losses that are reasonably expected to arise as a result of such response) as compared to any other response that is required or allowed under Environmental Laws. The Lowest Cost Response shall include taking no action, leaving the condition unaddressed, periodic monitoring or the recording of notices in lieu of remediation, if such responses are allowed under Environmental Laws, provided that the Lowest Cost Response shall always include remediation required by any Governmental Authority under Environmental Law. The Lowest Cost Response shall not include (a) the costs of the Buyer Parties’ or any of their Affiliate’s employees, project manager(s) or attorneys; (b) expenses for matters that are costs of doing business (e.g., those costs that would ordinarily be incurred in the day-to-day operations of the Oil & Gas Assets, or in connection with permit renewal/amendment activities); (c) overhead costs of the Buyer Parties or their Affiliates; (d) costs and expenses that would not have been required under Environmental Laws as they exist on the Execution Date; (e) any costs or expenses relating to any obligations to plug, abandon or decommission wells located on or comprising part of the Oil & Gas Assets in the ordinary course of business, and not as a result of the applicable Environmental Condition or Environmental Defect; or (f) the assessment, remediation, removal, abatement, transportation, disposal, or any other corrective actions of any asbestos, asbestos-containing materials or NORM that may be present in or on the Oil & Gas Assets (unless such assessment, remediation, removal, abatement, transportation, disposal, or any other corrective actions is currently required by any Governmental Authority under Environmental Law).