Common use of - ENVIRONMENTAL MATTERS AND ADJUSTMENTS Clause in Contracts

- ENVIRONMENTAL MATTERS AND ADJUSTMENTS. 7.1. Upon execution of and pursuant to the terms of this Agreement, Buyer shall have the right, at reasonable times during normal business hours, to conduct its investigation into the status of the physical and environmental condition of the Assets. If, in the course of conducting such investigation, Buyer discovers that any Asset is subject to a material Environmental Defect, Buyer may raise such Environmental Defect in the manner set forth hereafter. For purposes hereof, the term “material” shall mean that the Buyer’s good faith estimate, supported by documentation, of the cost of remediating any single Environmental Defect, or the net reduction in value of the Asset affected by such Defect, whichever is lesser, exceeds twenty five thousand dollars ($25,000.00), the Parties agreeing that such amount will be a per Asset deductible rather than a threshold. No later than 5:00 p.m. Central Time on May 22, 2006 (the “Environmental Defect Notice Date”), Buyer shall notify Seller in writing specifying such Environmental Defects, if any, the Assets affected thereby, and Buyer's good faith estimate of the costs of remediating such defects, or the net reduction in value of the Assets affected by such defects, whichever is lesser, together with supporting documentation. Seller may, but shall be under no obligation to, correct at its own cost and expense such defects on or before the Closing Date, in which case there shall be no reduction to the Purchase Price. Prior to Closing, Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without the written consent of the other party unless required by law.

- ENVIRONMENTAL MATTERS AND ADJUSTMENTS. 7.1. Upon execution of and pursuant to the terms of this Agreement, Buyer shall have the right, at reasonable times during normal business hours, to conduct its Phase I investigation into the status of the physical and environmental condition of the Assets. If, in the course of conducting such investigation, Buyer discovers that any Asset is subject to a material Environmental Defect, Buyer may raise such Environmental Defect in the manner set forth hereafter. For purposes hereof, the term “material” shall mean that the Buyer’s good faith estimatecost, supported by documentationin the aggregate, of the cost remediating Environmental Defects of remediating any single Environmental Defect, or the net reduction in value of the Asset affected by such Defect, whichever is lesser, a similar nature that exceeds twenty five thousand dollars ($25,000.00)50,000.00, the Parties agreeing that such amount will is a deductible, and that Buyer shall only be entitled to claim a per Asset deductible rather than a thresholddefect for the amount in excess of $50,000.00 (and subject to Section 9.1). No later than 5:00 p.m. Central Time p.m., C.D.T., on May July 22, 2006 2011 (the “Environmental Defect Notice Date”), Buyer shall notify Seller in writing specifying such Environmental Defects, if any, the Assets affected thereby, and Buyer's good faith estimate detailed calculation of the costs of remediating such defects, or the net reduction in value of the Assets affected by such defectsdefects which shall take into account, whichever is lesseramong other factors, together with supporting documentationthe Lowest Cost Response, as determined by the environmental expert that performed the Phase I investigation of the relevant Asset on behalf of Buyer. Seller may, but The “Environmental Defect Value” shall be under no obligation to, correct at its own cost Buyer’s good faith calculation of the net reduction in value unless Seller objects to same and expense such defects on a different value is agreed upon or before the Closing Datedetermined pursuant to Section 7.2, in which case there case, such amount shall be no reduction to the Purchase PriceEnvironmental Defect Value. Prior to Closing, Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without the written consent of the other party Party unless required by law.

- ENVIRONMENTAL MATTERS AND ADJUSTMENTS. 7.1. Upon execution of and pursuant to the terms of this Agreement, Buyer shall have the right, at reasonable times during normal business hours, to conduct its Phase I investigation into the status of the physical and environmental condition of the Assets. If, in the course of conducting such investigation, Buyer Xxxxx discovers that any Asset is subject to a material Environmental Defect, Buyer may raise such Environmental Defect in the manner set forth hereafter. For purposes hereof, the term “material” shall mean that the Buyer’s good faith estimatecost, supported by documentationin the aggregate, of the cost remediating Environmental Defects of remediating any single Environmental Defect, or the net reduction in value of the Asset affected by such Defect, whichever is lesser, a similar nature that exceeds twenty five thousand dollars ($25,000.00)50,000.00, the Parties agreeing that such amount will is a deductible, and that Buyer shall only be entitled to claim a per Asset deductible rather than a thresholddefect for the amount in excess of $50,000.00 (and subject to Section 9.1). No later than 5:00 p.m. Central Time p.m., C.D.T., on May July 22, 2006 2011 (the “Environmental Defect Notice Date”), Buyer shall notify Seller in writing specifying such Environmental Defects, if any, the Assets affected thereby, and Buyer's good faith estimate detailed calculation of the costs of remediating such defects, or the net reduction in value of the Assets affected by such defectsdefects which shall take into account, whichever is lesseramong other factors, together with supporting documentationthe Lowest Cost Response, as determined by the environmental expert that performed the Phase I investigation of the relevant Asset on behalf of Buyer. Seller may, but The “Environmental Defect Value” shall be under no obligation to, correct at its own cost Buyer’s good faith calculation of the net reduction in value unless Seller objects to same and expense such defects on a different value is agreed upon or before the Closing Datedetermined pursuant to Section 7.2, in which case there case, such amount shall be no reduction to the Purchase PriceEnvironmental Defect Value. Prior to Closing, Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without the written consent of the other party Party unless required by law.

- ENVIRONMENTAL MATTERS AND ADJUSTMENTS. 7.1. Upon execution of and pursuant to the terms of this Agreement, Buyer shall have the right, at reasonable times during normal business hours, to conduct its investigation into the status of the physical and environmental condition of the Assets. If, in the course of conducting such investigation, Buyer discovers that any Asset Scheduled Interest is subject to a material Environmental Defect, Buyer may raise such material Environmental Defect in the manner set forth hereafter. For purposes hereof, the term “material” shall mean that the Buyer’s good faith estimate, supported by documentation, of the cost of remediating any single Environmental Defect, or the net reduction in value of the Asset Scheduled Interest affected by such Environmental Defect, whichever is lesser, exceeds twenty five thousand a Ten Thousand And No/100 dollars ($25,000.0010,000.00) threshold amount, and the sum of all material Environmental Defects in excess of each threshold exceeds Fifty Thousand And No/100 dollars ($50,000.00) (the “Environmental Deductible”), the Parties agreeing that such amount will be a per Asset deductible rather than a threshold. No later than 5:00 p.m. Central Standard Time on May Friday, February 22, 2006 2008 (the “Environmental Defect Notice Date”), Buyer shall notify Seller in writing specifying such Environmental Defects, if any, the Assets Scheduled Interests affected thereby, and Buyer's ’s good faith estimate of the costs of remediating such defects, or the net reduction in value of the Assets Scheduled Interests affected by such defects, whichever is lesser, together with supporting documentation. Seller may, but shall be under no obligation to, correct at its own cost and expense such defects on or before the Closing Date, in which case there shall be no reduction to the Purchase Price. Prior to Closing, Buyer and Seller shall treat all information regarding any environmental conditions as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without the written consent of the other party unless required by law.