Environmental Defect Adjustments Clause Samples
Environmental Defect Adjustments. Upon delivery of a timely Environmental Defect Notice, the Parties shall proceed as follows:
(a) With respect to each Environmental Defect asserted by Buyer on or before the Defect Notice Date, Seller may elect, in its sole discretion, on or before the date that is two (2) days prior to Closing, to:
(1) reach agreement with Buyer on the existence and scope of the Environmental Defect and subject to Section 5.6(b), adjust the Purchase Price by the Environmental Defect Value of the Environmental Defect Property (the “Environmental Defect Adjustment”), whereupon Seller shall convey the Environmental Defect Property to Buyer at Closing and Buyer shall thereafter assume all liability for Remediation of the Environmental Defect Property;
(2) if the Environmental Defect Value exceeds the Allocated Value of the Environmental Defect Property, then Seller may elect to remove the Environmental Defect Property from the Transaction and reduce the Purchase Price by the Allocated Value of the Environmental Defect Property, in which event such Environmental Defect Property shall constitute an Excluded Asset; or
(3) challenge the existence and/or scope of the Environmental Defect and/or Environmental Defect Value asserted by Buyer pursuant to Section 5.7. If Seller elects to challenge the existence of an Environmental Defect and/or Environmental Defect Value and such dispute has not been resolved as of Closing, at Closing Buyer shall pay an amount equal to the claimed Environmental Defect Value into the Escrow Account, such amount to be released to Buyer or Seller based on the joint instructions of the Parties. If the Environmental Defect Value of any Asset, as finally determined, exceeds the Allocated Value of such Asset, either Seller or Buyer may elect to remove the Asset from the Transaction and reduce the Purchase Price by the Allocated Value of such Asset, in which event such Environmental Defect Property shall constitute an Excluded Asset.
(b) There shall be no reduction to the Purchase Price or other remedies provided by Seller for any Environmental Defect unless the Environmental Defect Values of all Environmental Defects in the aggregate (excluding any Environmental Defects Remediated by Seller), plus the Title Defect Amounts of all Title Defects in the aggregate, exceed the Aggregate Deductible, after which point Buyer shall be entitled to adjustments to the Purchase Price and remedies only with respect to such Environmental Defects in excess of the Aggregate De...
Environmental Defect Adjustments. Upon timely delivery of a notice of an Environmental Defect under this Section 5.9, Purchaser and the Company will in good faith negotiate the validity of the claim and the amount of any adjustment to the Base Consideration using the following criteria:
(i) If the requested adjustment is based on an Environmental Defect related to an Oil and Gas Interest, the Parties agree on the cost to remediate the Environmental Defect, and the Aggregate Defect Threshold has been met (after including the requested adjustment), then the adjustment is the lesser of (A) the amount necessary to remediate the Environmental Defect relating to the affected Oil and Gas Interest, or (B) the Allocated Value of the affected Oil and Gas Interest; and
(ii) If the requested adjustment is based on an Environmental Defect and the Parties cannot agree on the amount of such adjustment, then the adjustment, if any, shall be determined in accordance with Section 5.9(a).
Environmental Defect Adjustments. (a) On or before Closing, with respect to each Environmental Defect asserted in Buyer's Environmental Defect Notice, Seller and Buyer may (i) agree upon an adjustment to the Purchase Price which adjustment shall reflect the cost to remedy such Environmental Defect, (ii) with Buyer's approval, and subject to Buyer's satisfaction, remediate the Environmental Defect at Seller's cost, or (iii) remove that portion of the Interest affected from the Interests being conveyed and adjust the Purchase Price accordingly. If the parties cannot agree on a course of action, option (iii) above shall apply.
(b) If an Interest is excluded from the Interests to be purchased by Buyer hereunder on account of a Environmental Defect in accordance with Section 6.2(a)(iii), or if the Purchase Price is reduced on account of a
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