Alleged Adverse Condition definition

Alleged Adverse Condition means any condition or circumstance not in compliance with, or that has given rise to any liability or obligation to report, investigate, monitor, remove, cleanup, remediate, restore or correct under applicable Environmental Laws existing as of the Closing Date that: (a) is asserted by Buyer in accordance with Article 5.2, and (b) requires an expenditure to remedy exceeding One Million Dollars (US $1,000,000) net to Seller’s interests in the Property affected by such individual condition; provided, however, that for purposes of determining whether any Alleged Adverse Condition meets such threshold amount, if the same Alleged Adverse Condition affects more than one Property, the costs and expenditures attributable to such Alleged Adverse Condition shall be aggregated for all of the affected Properties; provided, further, that if the costs and expenditures attributable to an Alleged Adverse Condition are in excess of the $1,000,000 threshold, then all of the costs and expenditures attributable to such Alleged Adverse Condition will be included in the calculation of the aggregate value of all Aggregate Transaction Claims in determining whether the Deductible has been met.

Alleged Adverse Condition means an Adverse Condition asserted by Buyer in accordance with Section 5.2.

Alleged Adverse Condition means an environmental or physical condition on or migrating from the Properties asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with compliance with the pertinent Environmental Laws of such individual Alleged Adverse Condition exceeds Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO

Examples of Alleged Adverse Condition in a sentence

• Buyer’s notice asserting Alleged Adverse Conditions shall include a complete description and full explanation (including copies of any and all supporting documentation associated therewith) of each individual Alleged Adverse Condition being claimed and an estimate of the Prudent Cost Response that Buyer in good faith attributes to bringing such condition into compliance with Environmental Laws (such notice, an “Adverse Condition Notice”).

• The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such Alleged Adverse Condition shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Adverse Condition.

• If prior to Closing, Seller has commenced to cure the Alleged Adverse Condition in a timely manner and pursues such cure diligently, then Seller may, by notice to Buyer prior to Closing, elect to continue diligently attempting to cure such condition to completion for up to one hundred eighty (180) Days following Closing.

• Purchaser’s notice asserting Alleged Adverse Conditions shall include a complete description and full explanation (including copies of any and all supporting documentation associated therewith) of each individual Alleged Adverse Condition being claimed and an estimate of the Prudent Cost Response that Purchaser in good faith attributes to bringing such condition into compliance with Environmental Laws (such notice, an “Adverse Condition Notice”).

• With respect to the HS Exchange Properties, the term "Alleged Adverse Condition" shall mean an environmental or physical condition asserted by Seller in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds FIFTY THOUSAND and No/100 United States Dollars (US $50,000) net to Buyer's interests.

More Definitions of Alleged Adverse Condition

Alleged Adverse Condition means an environmental or physical condition asserted by Seller in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds FIFTY THOUSAND and No/100 United States Dollars (US $50,000) net to Buyer's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, SELLER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED ADVERSE CONDITION UNLESS THE AGGREGATE COST ASSOCIATED WITH REMEDIATING ALL SUCH ALLEGED ADVERSE CONDITION(S) EXCEEDS THREE PERCENT (3%) OF THE AMOCO DEFECT VALUE (IT BEING ACKNOWLEDGED AND AGREED THAT SELLER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ALLEGED ADVERSE CONDITION(S) UP TO THREE PERCENT (3%) OF THE AMOCO DEFECT VALUE).

Alleged Adverse Condition means any of the following damage or conditions affecting the Properties that is asserted by Buyer in accordance with Article 5.2, other than any such damage or condition for which work or operations are covered by an AFE disclosed on Schedule 10.1.14 or any damage or condition which is disclosed in a document listed in Schedule 1.1.7, and which such damage or condition individually (i) has an adverse effect on the value of such Property(ies) in an amount exceeding One Million United States Dollars (US $1,000,000) and/or, (ii) if curable, has a cost to cure such damage or condition exceeding One Million United States Dollars (US $1,000,000), in each case net to Seller’s interests in the Property(ies) affected by such individual damage or condition:

Alleged Adverse Condition means any of the following individual conditions associated with the Properties and asserted by Buyer in accordance with Article 5.2, other than any such condition disclosed on Schedule 1.1.6, which individually (i) has an adverse effect on the value of the Properties exceeding one million United States dollars (US $1,000,000) and, (ii) if curable, has a cost to cure exceeding one million United \ States dollars (US $1,000,000), in each case net to Seller's interests in the Properties affected by such individual Alleged Adverse Condition:

Alleged Adverse Condition means an environmental or physical condition on or migrating from the Properties asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with compliance with the pertinent Environmental Laws of such individual Alleged Adverse Condition exceeds Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be entitled to raise an Alleged Adverse Condition unless the aggregate cost associated with remediating all such Alleged Adverse Condition(s) exceeds $10,000,000 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Alleged Adverse Condition(s) up to $10,000,000).

Alleged Adverse Condition means an environmental or physical condition asserted by Seller in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds FIFTY THOUSAND and No/100 United States Dollars (US $50,000) net to Buyer's interests. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be entitled to raise an Alleged Adverse Condition unless the aggregate cost associated with remediating all such Alleged Adverse Condition(s) exceeds three percent (3%) of the Amoco Defect Value (it being acknowledged and agreed that Seller shall be solely responsible for any and all Alleged Adverse Condition(s) up to three percent (3%) of the Amoco Defect Value).

Alleged Adverse Condition means an environmental or physical condition asserted by Buyer in accordance with Article 5.2 that, as of Closing (as hereinafter defined), is not in compliance with the then existing Laws (as hereinafter defined), and the costs associated with remediating such individual Alleged Adverse Condition can reasonably be expected to exceed Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED ADVERSE CONDITION UNLESS THE

Alleged Adverse Condition means an environmental or physical condition asserted by Buyer in accordance with Article 5.2 that, as of Closing, is not in compliance with the then existing Laws, and the costs associated with remediating such individual Alleged Adverse Condition exceeds Seventy-Five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. Notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be entitled to raise an Alleged Adverse Condition unless the aggregate cost associated with remediating all such Alleged Adverse Condition(s) and value associated with all Alleged Title Defect(s) exceed Six Hundred and Sixty Thousand and No/100 United States Dollars (US $660,000) (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Alleged Adverse Condition(s) and all Alleged Title Defect(s) up to Six Hundred and Sixty Thousand and No/100 United States Dollars (US $660,000)); and