Notice of Adverse Environmental Conditions Clause Samples
The Notice of Adverse Environmental Conditions clause requires a party to promptly inform the other party if it becomes aware of environmental hazards or contamination on the property. Typically, this clause applies during property transactions or construction projects, obligating the discovering party to provide written notice detailing the nature and extent of the environmental issue. Its core function is to ensure transparency and timely communication, allowing both parties to address potential risks, comply with legal obligations, and mitigate environmental or financial liabilities.
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Notice of Adverse Environmental Conditions. No later than ten Business Days prior to the Closing Date, Buyer shall notify Sellers in writing of any Adverse Environmental Condition with respect to the Properties. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto, as such term is hereafter defined. Buyer shall not send such a notice to Sellers: (a) except with respect to any Adverse Environmental Conditions having an Environmental Defect Value that exceeds $50,000 (the “Environmental Defect Threshold”); and (b) unless Buyer has identified Adverse Environmental Conditions having Environmental Defect Values, in the aggregate, in excess of 1% of the Adjusted Purchase Price (the “Environmental Defect Deductible”). The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount (net to the applicable Seller’s interest) of all reasonable costs and claims associated with the existence, Remediation, as hereafter defined, or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. With the exception of those matters described in Annex II below, Buyer also shall be deemed to have conclusively waived any remedies under this Annex II for all Adverse Environmental Conditions not disclosed to Sellers before ten Business Days prior to the Closing Date. Buyer waives any remedy under this Annex II against Sellers for Adverse Environmental Conditions that do not exceed the Environmental Defect Deductible. Any Adverse Environmental Condition waived shall be deemed to be a Permitted Encumbrance. Nothing contained in this Annex shall be construed to limit the indemnities of Sellers contained in Section 15.3 of the Agreement to which this Annex is attached.
Notice of Adverse Environmental Conditions. Prior to the Environmental Deadline Date, ASSIGNEE will review the inspection results for the Property and determine, based on those results and such other information as may be available to ASSIGNEE if any Adverse Environmental Conditions exist with respect to the Property. No later than the Environmental Deadline Date, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE’s possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The “Environmental Defect Value” attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims net to ASSIGNOR’s interest (ASSIGNEE’s interest post-Closing) in the allegedly affected portion of the Property associated with the existence, remediation or correction of the Adverse Environmental Condition, as reasonably determined and estimated by the Inspector on a current cost basis. “Adverse Environmental Condition” means and includes, with respect to any portion of the Property (a) the failure of the Property to be in compliance with applicable Environmental Laws, or any contract or agreement relating to the environmental condition of the Property (except to the extent such noncompliance with an agreement or contract was previously waived by the other party or is barred by the statute of limitations to assert a claim for noncompliance) (b) the Property being subject to any agreements, consent orders, decrees, or judgments, in existence at such time based on any Environmental Laws that negatively impact the future use of any material portion of the Property, or that require any change in the present conditions of any of the Property, (c) the Property being subject to any uncured notices of violations of or noncompliance with any applicable Environmental Laws, or (d) a condition that exists with respect to the air, land, soil, surface, subsurface, strata, surface water, groundwater, or sediments which, if brought to the attention of the applicable governmental authorities with jurisdiction, would cause the Property to be subject to remedial action
Notice of Adverse Environmental Conditions. If, prior to Closing, Purchaser determines that any adverse environmental conditions exist with respect to the Properties, then Purchaser will notify Seller in writing of any such adverse environmental conditions. An adverse environmental condition shall not include a well site which is in need of plugging, the removal of equipment, filling in of pits, restoration of the surface and other nonhazardous clean up in the ordinary course of operations following the completion or abandonment of a well. The cost of an adverse environmental condition for purposes of this subsection 11.2 will be all costs and claims associated with the existence, remediation or correction of the adverse environmental condition.
Notice of Adverse Environmental Conditions. Prior to Closing, Buyer may review the Inspection Results for the Property and determine, based on the Inspection Results or any other information as may be available to Buyer, if any Adverse Environmental Conditions exist with respect to the Property. Buyer shall have the option, in its sole discretion, to notify Seller in writing of any Adverse Environmental Condition it discovers with respect to the Property on or before December 20, 2016 (the “Environmental Claim Date”). To be effective, such notice must be in writing and must include: (a) a reasonably detailed description of the alleged Adverse Environmental Condition; (b) the Property affected; (c) the Allocated Value of the Property subject to the alleged Adverse Environmental Condition; (d) data and information in Buyer’s and/or the Inspector’s possession reasonably necessary for Seller to substantiate and verify the existence of the alleged Adverse Environmental Condition, including, without limitation, a copy of the Inspection Results, limited to that portion of the Property subject to the Adverse Environmental Condition; and (e) the estimated Environmental Defect Value attributable thereto. The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated cost of any remediation or other corrective action reasonably designed to meet the least restrictive standard or remedy that fully complies with applicable Environmental Laws (including where applicable, engineering or institutional controls or any less stringent standards or remedies resulting from site-specific risk assessments)
Notice of Adverse Environmental Conditions. Prior to the Defect Notice Deadline, Buyer shall notify Seller in writing of any Adverse Environmental Conditions identified by Buyer with respect to the Assets. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in Buyer’s possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. Any matters that may otherwise constitute Adverse Environmental Conditions, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes under this Agreement. Buyer shall disclose any such Adverse Environmental Condition only to Seller and shall maintain the existence of such Adverse Environmental Condition in confidence, unless it is required to report same to any applicable agency or authority in accordance with an applicable Environmental Law.
Notice of Adverse Environmental Conditions. Prior to Closing, ASSIGNEE will review the inspection results for the Property and determine, based on those results and such other information as may be available to ASSIGNEE if any Adverse Environmental Conditions exist with respect to the Property. No later than February 26, 2004, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE's and the Inspector's possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The "Environmental Defect Value" attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims net to ASSIGNOR's interest in the allegedly affected portion of the Property associated with the existence, remediation or correction of the Adverse Environmental Condition (not to exceed the Allocated Value of the allegedly affected portion of the Property), as reasonably determined and estimated by the Inspector on a current cost basis. "Adverse Environmental Condition" means and includes, with respect to any portion of the Property (i) the failure of the Property to be in compliance with applicable Environmental
Notice of Adverse Environmental Conditions. Prior to Closing, Buyer will review the Inspection Results for the Property and determine, based on the Inspection Results and such other
Notice of Adverse Environmental Conditions. Prior to Closing, ASSIGNEE will review the inspection results for the Property and determine based on those results if any Adverse Environmental Conditions exist with respect to the Property. No later than twenty (20) business days before Closing, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE's and the Inspector's possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The "Environmental Defect Value" attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims, net to ASSIGNOR's interest in the property, associated with the existence, remediation or correction of the Adverse Environmental Condition, as reasonably determined and estimated by the Inspector. The term "Adverse Environmental Condition" means and includes, with respect to any portion of the Property, (i) the failure of the Property to be in compliance with applicable Environmental Laws, (ii) the Property being subject to any agreements, consent orders, decrees, or judgments, in existence at this time based on any Environmental Laws that negatively impact the future use of any portion of the Property, or that require any change in the present conditions of any of the Property, or (iii) the Property being subject to any uncured notices of violations of or noncompliance with any applicable Environmental Laws; provided, however, that no matter shall be deemed to be or constitute an Adverse Environmental Condition unless the Environmental Defect Value attributable thereto exceeds $50,000, net to ASSIGNOR's interest in the Property. The term "Environmental Laws" means all laws, regulations, rules, codes, permits and orders relating to pollution or protection of the public health and the environment
Notice of Adverse Environmental Conditions. No later than the day before Closing at 5:00 p.m. CDT, Buyer shall notify Seller in writing of any Adverse Environmental Condition with respect to the Assets. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto. Buyer shall not send such a notice to Seller unless the aggregate Environmental Defect Values exceed $750,000.00. The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount of all reasonable costs and claims associated with the existence, remediation or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. The term “Adverse Environmental Condition” means (i) the failure of the Assets to be in material compliance with all 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 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 uncured notices of violations of or material non-compliance with any applicable Environmental Laws. Environmental Laws is defined in Section 4.1(B).
Notice of Adverse Environmental Conditions