Environmental Defects definition
Environmental Defects means the (i) failure of the Assets to comply with Environmental Laws, or (ii) the existence of any physical condition related to prior oil and gas operations that, in Buyer's discretion, would require Buyer to be responsible for taking corrective or remedial action with respect to such condition as a consequence of Buyer acquiring title to the Leases (referred to herein as a "Non-Conforminq Physical Condition").
Environmental Defects means the (i) failure of the Assets to comply with Environmental Laws, or (ii) the existence of any physical condition related to prior oil and gas operations that, in Buyer's discretion, would require Buyer to be responsible for taking corrective or remedial action with respect to such condition as a consequence of Buyer acquiring title to the Leases (referred to herein as a "Nonconforming Physical Condition"). To the extent that Buyer accepts a Lease (and the Lands covered thereby) as being free from Environmental Defects pursuant to the foregoing, Seller shall have no liability to Buyer with respect to the presence on such Lease (or Lands) of an Existing Well.
Environmental Defects shall include, but not be limited to: (i) environmental pollution or contamination, including pollution of the soil, groundwater or air; (ii) underground injection activities and waste disposal; (iii) surface and subsurface pollution caused by spills, pits, ponds or lagoons; (iv) failure to comply with applicable land use, surface disturbance, licensing or notification requirements; and (v) violation of any environmental laws or regulations, land use rules or regulations, or any demands or orders of appropriate governmental or regulatory agencies. Normal well and facility abandonment obligations arising in the ordinary course of operations shall not be considered as Environmental Defects for purposes of this Section unless Juneau has failed to timely and properly comply with such obligations and requirements.
Examples of Environmental Defects in a sentence
The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter.
Seller and Buyer shall attempt to agree on all Environmental Defects and Remediation Amounts prior to Closing.
Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes and constitute an Assumed Obligation.
The Environmental Arbitrator will act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter.
All disputes among the Parties regarding Title Defects, Title Defect Values, Environmental Defects, Environmental Defect Values, Title Benefits or calculation of the Final Statement or revisions thereto (“Disputes”) shall be exclusively and finally resolved pursuant to this Article XVIII.
More Definitions of Environmental Defects
Environmental Defects has the meaning assigned to such term in Section 7.2(f).
Environmental Defects means any and all liabilities arising under Applicable Environmental Law (including fines, penalties and corrective actions for violations of Applicable Environmental Laws as well as investigatory, remedial and monitoring costs for remediation of impacted soils, groundwater or other aspects of the environment) that are identified in or discovered by a Phase I Environmental Site Assessment conducted prior to Closing, including such liabilities identified or discovered by further sampling and testing conducted in accordance with Section 9.1.
Environmental Defects means any environmental concern which would not be acceptable to a sophisticated prudent purchaser of the Shares and which would be a material violation, of any federal, provincial or local environmental or pollution law, regulation or ordinance with respect to the Assets or any permits, licenses and other authorizations which are required under federal, provincial and local laws with respect to pollution or protection of the environment relating to the Assets;
Environmental Defects means any Environmental Liabilities in respect of the Assets which the Vendor, but for Closing of the transactions contemplated herein, would be obligated to remediate under applicable Environmental Law, excluding all abandonment and reclamation obligations which are usual in respect of oil and gas assets of the type to be acquired by the Purchaser pursuant to the terms of this Agreement net of salvage value. The Purchaser acknowledges that it has taken into account the assumption of responsibility for such abandonment and reclamation obligations and the costs associated therewith when the Purchaser evaluated the Assets and determined the Purchase Price.
Environmental Defects means an environmentally related commission, omission, activity, or condition that either: (1) constitutes a material violation of an environmental statute, regulation or ordinance; (2) would require remedial activity under an environmental statute, regulation or ordinance; (3) presents a substantial endangerment to the public health, public welfare or the environment; (4) would have a material, adverse effect on the market value of the property or of an abutting property; or (5) would prevent or materially interfere with another party's ability to obtain a permit or license that is required under an environmental statute, regulation or ordinance.
Environmental Defects means the existence of any condition (i) which constitutes a violation of any of the Environmental Laws applicable to the Assets and/or Seller and (ii) to which prompt remedial or corrective action either is required by law or would otherwise be undertaken by a prudent operator of oil and gas properties and/or gas gathering or water disposal systems, as the case may be.
Environmental Defects means, subject to Section 6.2, an Environmental Condition with respect to any Well set forth on Exhibit A-1, any Well Location set forth on Exhibit A-2, any Unit or any Lease, as applicable; provided, however that, notwithstanding anything to the contrary set forth herein, no Environmental Condition(s) caused by Buyer (or any of its Affiliates) shall form the basis of an Environment Defect.