Environmental Defects Notice. On or before the Defect Claim Date, Buyer shall have the right, but not the obligation, to deliver notices to SM Energy meeting the requirements of this Section 7.1(a) (each, an “Environmental Defect Notice”) setting forth any matters that, in Buyer’s reasonable opinion, constitute Environmental Defects and that Buyer asserts as Environmental Defects pursuant to this Section 7.1. For all purposes of this Agreement, but subject to Section 7.1(c) below, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to properly assert as an Environmental Defect pursuant to an Environmental Defect Notice delivered in accordance with this Section 7.1(a) and received by SM Energy on or before the Defect Claim Date. To be effective, each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the Environmental Law(s) violated by such Environmental Defect, (ii) each Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents reasonably necessary for SM Energy to verify the existence of the alleged Environmental Defect, and (v) a calculation of the Remediation Amount (itemized in reasonable detail) that Buyer asserts is attributable to such alleged Environmental Defect. Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws. SM Energy shall have the right, but not the obligation, to cure any claimed Environmental Defect on or before Closing. To give SM Energy an opportunity to commence reviewing and curing Environmental Defects, Buyer agrees to use reasonable efforts to give SM Energy, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all alleged Environmental Defects discovered by Buyer during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the applicable Defect Claim Date.
Environmental Defects Notice. Purchaser shall make reasonable efforts to notify Seller in writing of any alleged Environmental Defects identified during Purchaser’s review and due diligence of the Purchased Assets that Purchaser may be unwilling to waive as soon as such Environmental Defects are identified. Not later than seven (7) days prior to the Closing Date as set forth in Section 11.1 below, or such other date for Closing as may be established by mutual agreement of the Parties (the “Environmental Claim Date”), Purchaser has the right, but not the obligation, to deliver notices to Seller pursuant to this Section 9.4(b) setting forth any matters that Purchaser asserts as Environmental Defects (each, an “Environmental Defect Notice”). Each Environmental Defect Notice shall be in writing and shall include: (i) a description of the Environmental Condition constituting the alleged Environmental Defect, including the applicable Environmental Law(s) believed to be violated or otherwise at issue, (ii) each Purchased Asset (or portion thereof) affected by the alleged Environmental Defect (the “Environmental Defect Property”), (iii) the Allocated Value of each Environmental Defect Property, (iv) supporting documents or information reasonably necessary for Seller to verify the existence of the alleged Environmental Defect, including a copy of any Phase I Environmental Site Assessment Report or other environmental report discussing the alleged Environmental Defect prepared or commissioned by Purchaser, (v) a reasonable estimate of the Remediation Amount that Purchaser asserts is attributable to such alleged Environmental Defect, and (vi) a description of the procedures recommended to correct or Remediate the Environmental Defect. Seller shall have the right, but not the obligation, to Remediate any claimed Environmental Defect on or before Closing.
Environmental Defects Notice. The Buyer shall give Seller written notice of Environmental Defects (the “Environmental Defect Notice”) as soon as reasonably possible but in no event later than three business days prior to the Closing Date (the “Environmental Defect Notice Date”). In order to be validly submitted, an Environmental Defect Notice must: (i) be in writing and received on or before the Environmental Defect Notice Date, (ii) identify the specific Asset affected by such asserted Environmental Defect, (iii) describe in reasonably specific detail the condition in, on or under such Asset that causes the Environmental Defect and the Environmental Laws that form the basis for such defect, (iv) state the Buyer’s estimate and calculation of Remediation Costs; and (v) include sufficient supporting documentation for a particular asserted Environmental Defect (to the extent such supporting documentation is reasonably available). For purposes of this Section, sufficient supporting documentation of an asserted Environmental Defect and Remediation Costs shall include relevant portions of reports prepared by, or the basis of tests performed by, an Environmental Consultant. If Buyer fails to timely deliver an Environmental Defect Notice substantially meeting the requirements of this Section 6.2(b) with respect to a specific Asset affected by an asserted Environmental Defect, the Buyer shall be deemed to have accepted the Environmental Defect with respect to that particular Asset, to have waived its right to claim an Environmental Defect with respect to that particular Asset, and to have accepted and acquired such Asset in an AS-IS WHERE-IS condition.
Environmental Defects Notice. Upon execution of and pursuant to the terms of this Agreement, Buyer (and Buyer’s environmental consultants) shall continue to 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 and their compliance with applicable Environmental Laws. 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 Buyer’s good faith estimate, supported by documentation, of the cost of remediating any single Environmental Defect exceeds Thirty Thousand and No/100 Dollars ($30,000.00) net to the interest of the Seller, the Parties agreeing that such amount will be a per Environmental Defect threshold rather than a deductible. No later than 5:00 p.m. local time in Houston, Texas five (5) Business Days prior to the Closing Date (the “Environmental Defect Notice Date”), Buyer shall notify Seller in writing specifying such Environmental Defects, if any, the Assets are affected thereby, and Buyer’s good faith estimate of the costs of remediating such defects, together with supporting
