Material Environmental Condition definition

Material Environmental Condition means any Environmental Condition(s) existing as of the Effective Date that (a) is or would be required to be remediated pursuant to Applicable Law, or would increase the cost of development (over that in the absence of such Environmental Condition) of either or both of the Undeveloped Tracts for Timeshare Development (as defined in the Declaration) or residential use, at an estimated cost in either case (including all costs, expenses, damages, losses, investigative costs, fines, penalties and potential liabilities) exceeding, in the aggregate, $500,000.00 as determined by Purchaser’s Environmental Consultant, (b) is or would be required to be remediated under Applicable Law (or would be required to be remediated under Applicable Law to permit Timeshare or residential development on either or both of the Undeveloped Tracts), and which remediation would not, in Purchaser’s Environmental Consultant’s estimation, be completed within one year of the date of Closing, or (c) constitutes or is reasonably likely to constitute a Development Impairment.

Material Environmental Condition is defined in Section 14.3 of the Lease.

Material Environmental Condition means an environmental condition in the soil or groundwater that materially impacts a Station Property or exposes a Buyer to potential Liability arising from such condition, in each case from (a)(i) the existence or likelihood of migration of Contamination onto the Station Property from an offsite location in amounts or concentrations that exceed reportable or actionable levels for remediation established pursuant to Environmental Law, (ii) the existence or likelihood of migration of Contamination from a Station Property to an offsite location other than in trace or naturally occurring background amounts or concentrations, (iii) the existence of Contamination of an aquifer or drinking water system or (iv) the presence of MTBE or (b) potentially material business disruption at the Station Property in connection with Remediation Activities (it being understood that in no event shall any shutdown of a Station Property for less than fifteen (15) days to permit Remediation Activities, in and of itself, be considered a material business disruption at a Station Property); provided, however, that for the purposes of this paragraph, a “likelihood” refers to something that is “more likely than not.”

Examples of Material Environmental Condition in a sentence

• Within ten (10) days after its receipt thereof, the ATMI Group shall deliver to ADCS Nevada a copy of the assessment, together with a written statement from ATMI stating whether or not (i) the assessment indicates an Environmental Condition which ATMI in good faith has determined could have an ADCS Material Adverse Effect (a "Material Environmental Condition"), and (ii) the ATMI Group intends to terminate this Agreement as a result of such Material Environmental Condition.

• Such written notice shall contain a description of the matter constituting the alleged Potentially Material Environmental Condition, supporting documents available to Buyers reasonably necessary for Sellers to verify the existence of the alleged Potentially Material Environmental Condition, and a proposed Remedial Action to address the Potentially Material Environmental Condition (including an associated cost estimate).

• If the ATMI Group states its intention to terminate this Agreement as a result of a Material Environmental Condition, this Agreement will terminate on the thirtieth (30th) day after ADCS Nevada's receipt of such notice unless within such 30-day period the ADCS Group successfully remediates such Material Environmental Condition or the parties agree otherwise.

• The Environmental Notice shall describe the nature of the alleged Material Environmental Condition and the estimated net present value of remediating the alleged Material Environmental Condition using the most cost effective remedy available that satisfies the minimum applicable clean-up requirements under Environmental Law.

• The Environmental Notice shall also provide documentation and calculations reasonably substantiating the existence of the alleged Material Environmental Condition and supporting the estimate of the net present value of the most cost effective remedy.

More Definitions of Material Environmental Condition

Material Environmental Condition means an environmental condition in the soil or groundwater that materially impacts a Station Property or exposes a Buyer to potential Liability arising from such condition, in each case from (a)(i) the existence or likelihood of migration of Contamination onto the Station Property from an offsite location in amounts or concentrations that exceed reportable or actionable levels for remediation established pursuant to Environmental Law, (ii) the existence or likelihood of migration of Contamination from a Station Property to an offsite location other than in trace or naturally occurring background amounts or concentrations, (iii) the existence of Contamination of an aquifer or drinking water system or (iv) the presence of MTBE or (b) potentially material business disruption at the Station Property in connection with Remediation Activities (it being understood that in no event shall any shutdown of a Station Property for less than fifteen(15) days to permit Remediation Activities, in and of itself, be considered a material business disruption at a Station Property); provided , however , that for the purposes of this paragraph, a “likelihood” refers to something that is “more likely than not.”

Material Environmental Condition as used herein, shall mean an environmental condition affecting a particular Property which (i) constitutes a violation of Environmental Law or a condition for which prompt remediation is required (or if known, would be required) under Environmental Law; (ii) will cost, together with all such other conditions affecting the same Asset, in excess of $50,000 (net to the applicable Seller's interest) to remediate, as determined by the estimated net present value of the most cost effective remedy reasonably available that satisfies the minimum applicable clean-up requirements under Environmental Law; and (iii) is not listed on Schedule 5.15 to this Agreement. Notwithstanding the preceding sentence, in the event Buyer reasonably requests and Sellers deny consent for Buyer to conduct any surface or subsurface invasive or intrusive sampling of the Assets, the applicable environmental condition shall be deemed to qualify as a Material Environmental Condition.

Material Environmental Condition means a condition, excluding any condition relating to Plugging and Abandonment, that existed prior to the Effective Time but only to the extent it remains in existence after the Effective Time, with respect to the air, land, soil, surface, subsurface strata, surface water or sediments which causes a Property to be subject to remediation under Environmental Laws in effect as of the Effective Time.

Material Environmental Condition means the use, presence, storage, handling, or disposal of any Hazardous Materials at or about the Land or Improvements in violation of any Environmental Laws, which is anticipated to cost, in the aggregate, more than $5,000,000 to remove or remediate.

Material Environmental Condition shall have the meaning ascribed thereto in Section 7.02(b).

Material Environmental Condition means a condition that exists prior to the Effective Date, and only to the extent in existence as of the Effective Date, with respect to the air, land, soil, surface, subsurface strata, surface water, ground water or sediments which causes an Interest to be subject to remediation under Environmental Laws in effect as of the Effective Date, but only to the extent that (i) the condition was not otherwise know to the Buyer prior to the execution of this Agreement, (ii) the cost to remediate such condition to lawfully acceptable levels will exceed, net to Buyer’s share, the sum of $50,000, and (iii) the cumulative cost to remediate all conditions qualifying under (i) and (ii) above exceeds the Environmental Deductible (as hereinafter defined). As used herein, Material Environmental Condition does not include the obligation to plug and abandon existing wellbores on the Leases. As used herein, the term “Environmental Laws” means all laws, statutes, treaties, rules, codes, ordinances, regulations, certificates, orders, interpretations, licenses and permits of any governmental body, including the common or civil law, and all judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other governmental body of competent jurisdiction and all contracts and agreements relating to pollution, the protection of the environment, public health or safety or the release or disposal of waste materials.

Material Environmental Condition. Section 6.3(d)(ii)