Material Environmental Defect means either (A) that the cost to remediate the environmental defect(s) in question exceeds $100,000 or (B) the defect consists of overtopping of any part of the tailings pond at the mill. If there is a material environmental defect as defined herein, then this Agreement shall terminate in accordance with the provisions of Section 4.8.1 below.
Material Environmental Defect means the presence of Hazardous Materials at any Project (A) in violation of Environmental Laws, (B) which gives rise to liability or an obligation to remediate or take responsive action (other than development of and adherence to routine O&M plans) under an Environmental Law, or (C) which gives rise to a duty of disclosure under an Environmental Law (exclusive of routine O&M plans), which, in any case under clauses (A), (B) or (C), is not identified as a recognized environmental condition in the environmental report(s) for such Project provided by the Green Entities to the Sun Parties prior to the Effective Date and would not be acceptable to an experienced, reasonably prudent owner of manufactured housing communities (regardless of whether the Impacts from such Material Environmental Defect exceed the Diligence Threshold Amount);
Material Environmental Defect means, at any individual piece of the Transferred Real Property or any operations thereon, a condition or occurrence on or before the date of this Agreement that is identified as a result of any Environmental Assessment activities conducted by or on behalf of the Purchaser and indicates either any violation of or noncompliance with Environmental Laws; or a liability or obligation under applicable Environmental Law to perform any investigation, remediation, monitoring, corrective or curative action, treatment, clean-up, abatement, containment, removal, mitigation, or response or restoration work with respect to Hazardous Materials, taking into consideration the use of the property by the Business as of the date hereof (excluding any Permitted Lien) for which the aggregate Material Environmental Defect Estimated Costs to cure such condition(s) or defect(s) exceeds $250,000; provided, only a condition or defect that individually exceeds $25,000 shall be considered in the calculation of the whether the $250,000 threshold is met.
Examples of Material Environmental Defect in a sentence
The Environmental Consultant shall act as an expert for the limited purpose of determining the existence of any timely and properly asserted Material Environmental Defect and the costs to remedy it.
Within twenty (20) days of appointment of the Environmental Consultant, each of the Seller Parties and the Purchaser shall present the Environmental Consultant with a written statement of its position on the Disputed Environmental Matters, including a written statement of its position with respect to any disputes regarding the existence of any properly and timely asserted Material Environmental Defect and the costs to remedy it.
In no event shall any adjustment be made to the Purchase Price with respect to a Material Environmental Defect that is the subject of a dispute pending before the Independent Expert until such dispute is finally resolved as provided in Section 8 hereof.
In the event that the Environmental Consultant determines that there is no Material Environmental Defect, then the parties shall, within five (5) days of the determination and in accordance with the escrow agreement, direct the escrow agent to pay the full Material Environmental Defect Estimated Costs for such alleged Material Environmental Defect to the Seller Parties.
In the event that the Environmental Consultant determines that the costs to remedy any Material Environmental Defect are less than the Material Environmental Defect Estimated Costs, then the parties shall, within five (5) days of the determination and in accordance with the escrow agreement, direct the escrow agent to pay the difference in the Material Environmental Defect Estimated Costs and the amount determined by the Environmental Consultant to the Seller Parties.
More Definitions of Material Environmental Defect
Material Environmental Defect means any Environmental Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.5 where the costs related to the remediation of WCBU Environmental Liability in respect of the WCBU Assets affected thereby, taking into account the net present value of projected future costs of such remediation (using a discount rate of [***] percent ([***]%) as of the Effective Date and assuming the cost is incurred at the time required by good oil and gas industry practice, Applicable Laws or the terms of a WCBU Title and Operating Document), is estimated by the Purchaser, acting reasonably and in good faith, to exceed [***] US Dollars (USD $[***]).
Material Environmental Defect means the current continued presence of a hazardous environmental condition with respect to the Real Property which has a cost of remediation in excess of $10,000.00. "Material Environmental Defect" shall not include any matters disclosed by the Due Diligence Items, including without limitation any environmental reports delivered to Buyer.
Material Environmental Defect shall not include any matters disclosed by the Due Diligence Items, including without limitation any environmental reports delivered to Buyer.
Material Environmental Defect means any Environmental Defect in respect of the WCBU Assets identified by the Purchaser and described in a notice provided to the Vendors pursuant to Clause 8.5 where the costs related to the remediation of WCBU Environmental Liability in respect of the WCBU Assets affected thereby, taking into account the net present value of projected future costs of such remediation (using a discount rate of percent ( %) [REDACTED - Percentage of Discount Rate. Commercially Sensitive Information] as of the Effective Date and assuming the cost is incurred at the time required by good oil and gas industry practice, Applicable Laws or the terms of a WCBU Title and Operating Document), is estimated by the Purchaser, acting reasonably and in good faith, to exceed US Dollars (USD $ ). [REDACTED - Indemnity Threshold Amount]
Material Environmental Defect means any Environmental Defect identified by the Purchaser where the value by which the Assets affected by the Environmental Defect has been reduced as a consequence of such Environmental Defect, is estimated by the Purchaser, acting reasonably and in good faith, to exceedfifty thousand Dollars ($50,000.00);
Material Environmental Defect means, at any individual piece of the Transferred Real Property or any operations thereon, a condition or occurrence on or before the date of this Agreement that is identified as a result of any Environmental Assessment activities conducted by or on behalf of the Purchaser and indicates either any violation of or noncompliance with Environmental Laws; or a liability or obligation under applicable Environmental Law to perform any investigation, remediation, monitoring, corrective or curative action, treatment, clean-up, abatement, containment, removal, mitigation, or response or restoration work with respect to Hazardous Materials, taking into consideration the use of the property by the Business as of the date hereof (excluding any Permitted Lien) for which the aggregate Material Environmental Defect Estimated Costs to cure such condition(s) or defect(s) exceeds$250,000; provided, only a condition or defect that individually exceeds $25,000 shall be considered in the calculation of the whether the $250,000 threshold is met.
Material Environmental Defect means, at any individual piece of the Transferred Real Property or any operations thereon, a condition or occurrence on or before the date of this Agreement that is identified as a result of any Environmental Assessment activities conducted by or on behalf of the Purchaser and indicates either (i) any violation of or noncompliance with Environmental Laws; or (ii) a liability or obligation under applicable Environmental Law to perform any investigation, remediation, monitoring, corrective or curative action, treatment, clean- up, abatement, containment, removal, mitigation, or response or restoration work with respect to Hazardous Materials, taking into consideration the use of the property by the Business as of the date hereof (excluding any Permitted Lien) for which the aggregate Material Environmental Defect Estimated Costs to cure such condition(s) or defect(s) exceeds $250,000; provided, only a condition or defect that individually exceeds $25,000 shall be considered in the calculation of the whether the $250,000 threshold is met.