Common use of Environmental Defect Clause in Contracts

Environmental Defect. The term “Environmental Defect” means (i) the failure of any Asset to be in material compliance with all applicable Environmental Laws or a physical or environmental condition on or related to any Asset that would give rise to a material Liability or obligation under applicable Environmental Laws; (ii) the Assets being subject to any agreements, consent orders, decrees or judgments currently in existence based on any Environmental Laws that negatively and materially impact the future value or use of any portion of the Assets or that require any material change in the present conditions of any of the Assets; or (iii) the Assets being subject to any material uncured notices of violations of or material non-compliance with any applicable Environmental Laws or any claim of material violation of any Environmental Laws, provided that an Environmental Defect shall not be deemed to exist if the Lowest Cost Response therefor is reasonably estimated to require an expenditure of less than 0.01471% of the aggregate of the Initial Purchase Price and the Option Purchase Price; and provided further, that an Environmental Defect shall not be deemed to exist with respect to NORM in connection with in-use equipment. Notwithstanding the foregoing, it is understood that if the same Environmental Defect affects multiple Tracts or multiple Leases covering the same Lands, it shall be deemed to be a single Environmental Defect for purposes of determining whether the foregoing threshold of 0.01471% of the aggregate of the Initial Purchase Price and the Option Purchase Price has been met. For the avoidance of doubt, it is understood that the threshold provided above is measured with respect to each Environmental Defect as to the Assets affected thereby as a whole, notwithstanding that any adjustment to the Initial Purchase Price or Option Purchase Price, as applicable, as a result of such Environmental Defect may be less than such threshold.