Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending May 24, 2013 at 5:00 p.m. Houston time (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01 hereof, permit Buyer and/or its representatives, in a reasonable manner, during regular business hours and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets, such inspections not to include any invasive samplings or testing of the Assets or the real property on which the Assets are located. If Buyer’s inspection reasonably indicates that invasive sampling or testing of the affected Asset is required, Buyer may conduct such sampling or testing; provided that Seller provides its prior written consent. If Seller does not provide its consent, at Buyer’s option, such affected Asset shall be excluded from the transactions contemplated by this Agreement and the Purchase Price shall be reduced by the Allocated Value (or portion thereof) of such Asset.
Environmental Examination Period. (a) Commencing on the date hereof and ending October 4, 2010 at 6:00 p.m. Midland, Texas time (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01 hereof, permit Buyer and/or its representatives, in a reasonable manner, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets; provided, however, that Buyer must make previous arrangements with Seller for each such inspection; and provided, further, that each such inspection shall be limited to a visual inspection of the Seller’s Xxxxx and Leases (although Seller may move dirt or ground coverings at the surface location to obtain such a visual inspection, subject to the requirements of subsection (e) below), it being understood that no soil or water tests, other samplings or borings thereof may be conducted without Seller’s prior consent. If Buyer determines that invasive inspections are warranted, and if Seller declines to consent thereto, Buyer shall have the right to terminate this Agreement, in which case the Deposit shall be paid to Buyer.
Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending March 22, 2010 at 5:00 p.m. local time where the Assets are located (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to, but shall offer Buyer the opportunity to, provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01, permit Buyer and/or its representatives, in a reasonable manner, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets; provided however, that Buyer shall not conduct a Phase 2 environmental survey or collect or analyze samples of any media including soil or water without the prior written consent of Seller, which consent shall not be unreasonably withheld. In the event that Seller consents to and Buyer does conduct a Phase 2 environmental survey or testing of media, Seller reserves the right to collect split samples and have such samples analyzed at its own expense and all reports, analyses, test results, samples and other work product resulting from or relating to such Phase 2 survey shall be provided to Seller and shall be kept confidential and shall not be disclosed by Buyer to any other Person unless required by Law to be disclosed by Buyer, in which case Buyer shall notify Seller in writing reasonably in advance of any such disclosure.
Environmental Examination Period. (a) Commencing on the date hereof and ending May 9, 2014, at 6:00 p.m. Houston, Texas time (the “Environmental Examination Period”), Sellers shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Sellers shall use commercially reasonable efforts to obtain, provided that Sellers shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01, permit Buyer and/or its representatives, in a reasonable manner, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct a Phase I ESA of the Assets; provided, however, that Buyer shall provide Seller Representative with at least two (2) Business Days’ notice prior to conducting any on-site inspections in connection with each such Phase I ESA; and provided, further, that each such Phase I ESA shall be limited to a visual inspection of the Assets (although Buyer may move dirt or ground coverings at the surface location to obtain such a visual inspection, subject to the requirements of subsection (f) below), it being understood that no soil or water tests, other samplings or borings thereof may be conducted without the Seller Representative’s prior consent.
Environmental Examination Period. Laredo and the Company shall have the right, or the right to cause their respective environmental consultant(s) (the “Environmental Consultant”), to conduct an environmental review of the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, prior to the expiration of the Examination Period (the “Environmental Review”); provided, however, that the environmental and physical examination, investigation and assessment of the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, may not, without the prior written consent of the Company or Laredo, as applicable, which may not be unreasonably withheld, include any soil or water tests or borings or other invasive tests or examinations with respect to the Company Real Property, Company Properties and Company Facilities or the Laredo Real Property, Laredo Properties and Laredo Facilities, as applicable, unless the other Party’s physical examination and assessment identifies any environmental condition, shows physical signs of contamination or evidences potential violations of Environmental Laws, in which case Laredo or the Company, as applicable, shall have the right to conduct such soil or water tests or borings as are reasonably recommended by the Environmental Consultant. The Company or Laredo, as applicable, shall make all of its records, employees, and physical assets available to the other Party and the Environmental Consultant for inspection and review, to allow the other Party to conduct a reasonable and appropriate environmental inquiry and due diligence investigation. The cost and expense of the Environmental Review, if any, shall be borne solely by the Party incurring such cost and expense. No Person, other than the Environmental Consultant and employees of Laredo or the Company, as applicable, may conduct the Environmental Review. The Company and Laredo shall have the right to have representatives thereof present to observe the Environmental Review conducted by the other Party. With respect to any samples taken in connection with the Environmental Review, the Company and Laredo shall be permitted to take split samples at their sole expense. Laredo and the Company agree to conduct their Environmental Review in a manner so as not to unduly interfere with the business operations of the other Party and in compliance wi...
Environmental Examination Period. Provided that Seller timely provides access to the Properties, Records and other materials as contemplated in Section 7.1, the “Environmental Examination Period” will commence on the date of this Agreement and end at 5:00 P.M. CDT on August 22, 2011.
Environmental Examination Period. Commencing on the date hereof and ending on the date that is five business days prior to the Closing Date (the “Environmental Examination Period”), Seller shall, subject to third party operator approval (which, upon Buyer’s request, Seller shall use its commercially reasonable efforts to obtain but without any obligation to incur any cost or expense in connection therewith), permit Buyer and its representatives, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Interests.
Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending 45 days following signing at 5:00 p.m. Houston time (the “Environmental Examination Period”), Seller shall, subject to Third Party operator and surface owner approval (which, upon Buyer’s request, Seller shall use commercially reasonable efforts to obtain, provided that Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of such approval rights) and the provisions of Section 7.01 hereof, permit Buyer and/or its representatives, in a reasonable manner, during regular business hours and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets, provided that such inspections shall not include the sampling or testing of any environmental media (air, soil, surface or ground water, or sediments) or the operation of any equipment on the Assets or the real property on which the Assets are located.
Environmental Examination Period. Commencing on the date of the execution of this Agreement and ending at 5:00 p.m. Houston time on the date that is (i) with respect to Assets operated by the Company Entities, 10 days prior to Closing or (ii) with respect to Assets not operated by the Company Entities, 5 days prior to Closing (the “Environmental Examination Period”), the Company Entities shall, subject to Third Party operator and surface owner approval (which, upon the Partnership’s request, the Company Entities shall use commercially reasonable efforts to obtain) and the provisions of Section 7.01, permit the Partnership and/or its representatives, in a reasonable manner, at reasonable times and at the Partnership’s sole risk, liability, cost and expense, to conduct reasonable (1) non-invasive environmental inspections of the Assets or (2) subject to the Company Entities’ prior consent, other environmental inspections of the Assets; provided that (a) the Partnership shall provide the Company Entities with prior notice of any activities with respect to any such environmental inspections, and shall provide the Company Entities the opportunity to accompany the Partnership or its representatives in all such activities; (b) any contractor engaged to perform all or any portion of such environmental inspection shall execute and deliver to the Company Entities a confidentiality agreement with respect to such environmental inspection; and (c) in the event that the Partnership desires to perform an invasive inspection of a Property that is operated by a Third Party, the Company Entities shall reasonably cooperate with the Partnership in its efforts to obtain authorization to perform such inspections from such operator. The Partnership agrees to indemnify, hold harmless, and defend the Company Entities and Contributors from any and all Liabilities for personal injury or property damage incurred or suffered by any of the Company Entities or Contributors in connection with the Partnership’s performance of the environmental inspections, except to the extent attributable to the negligence, gross negligence or intentional act of the Company Entities or their employees, assignees, or invitees (other than the Partnership and its representatives).
Environmental Examination Period. Commencing on the date following the date upon which Buyer delivers to Seller the revised Exhibit C pursuant to Section 3.02 and ending on June 22, 2007 (the “Environmental Examination Period”), Seller shall, subject to third party operator and surface owner approval (which, upon Buyer’s request, Seller shall use its commercially reasonable effort to obtain but without any obligation to incur any cost or expense in connection therewith) and the provisions of 6.01 hereof, permit Buyer and its representatives, at reasonable times and at Buyer’s sole risk, cost and expense, to conduct reasonable environmental inspections of the Assets.
