Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers Promptly upon discovery, but in any alleged event prior to the Environmental Defect affecting the AssetsNotice Deadline, Buyer shall promptly notify deliver to Seller written notices (each, a “Notice of such alleged Environmental Defect. To ”) setting forth each Environmental Defect (other than those environmental matters described in Section 5.3 of the Disclosure Schedule (the “Disclosed Environmental Defects”)) affecting the Assets that Buyer’s Environmental Assessment identifies and that Buyer believes to be effectivea Non-De Minimus Environmental Defect, together with a description in reasonable detail of the Environmental Defect (and, to the extent reasonably necessary to support such notice description, reports, assessments and other documentation in Buyer’s possession relating to such Environmental Defect) and Buyer’s good faith estimate of the cost to Remediate such Environmental Defect (an the “Environmental Defect NoticeValue”) must ). Without limitation of Buyer’s remedies for any breach by Seller of its representations and warranties in Article VI pertaining to environmental matters, Buyer shall be deemed to have conclusively waived (a) be any Environmental Defect about which it fails to notify Seller in writing, writing pursuant to a Notice of Environmental Defect prior to the Environmental Defect Notice Deadline and (b) be received by Seller prior the Disclosed Environmental Defects. Buyer shall have the right to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that exclude an Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Asset from this Agreement if Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree as set forth in the Notice of Environmental Defect relating to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) exceeds 50% of the Allocated Value of the Asset affected thereby, in which event the Base Purchase Price shall be reduced by the Allocated Value of such Asset and such Asset shall thereafter be treated as the remedy therefor. Any matters an Excluded Asset; provided, that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating right to the alleged Environmental Defect and its determination exclude any such Asset shall not apply to an Asset with an Allocated Value of less than $100,000 unless Buyer’s good faith estimate of the Environmental Defect Value, including, without limitation, site plans showing Value relating to the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reportsEnvironmental Defect affecting such Asset exceeds $200,000.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, exists and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) indicate the procedures recommended to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 Assumed Obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible, but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer's Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant; and (vi) state Buyer's estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Laredo, the Company or the Environmental Consultant, if applicable, discovers any alleged Environmental Defect affecting prior to the Assetsexpiration of the Examination Period, Buyer Laredo or the Company, as applicable, shall promptly notify Seller the other Party of such alleged Environmental Defect. Defect as promptly as reasonably practicable provided that failure to give notice in such manner shall not diminish the right of the Party giving such notice pursuant to this Article V. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, ; (b) be received by Seller the Company or Laredo, as applicable, prior to the expiration of the Examination Period, ; (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an specific Company Real Property, Company Property and Company Facilities or Laredo Real Property, Laredo Property and Laredo Facilities, as applicable, affected by or associated with such Environmental Defect existsDefect, and (ii) a citation of if applicable, identify with reasonable specificity the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, violated; (d) identify the specific Assets affected by such Environmental Defect, (e) describe the procedures recommended to correct correct, eliminate or pay the Environmental Defect and Defect; (fe) Buyerset forth Laredo’s reasonable or the Company’s, as applicable, good faith estimate of the Company Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Amount or Laredo Environmental Defect Amount, as applicable, including the basis for such estimate; and (f) if Seller elected applicable, a request to exclude the Company Property pursuant to Section 7.4(c) as the remedy therefor5.04(c). Any matters that may otherwise constitute Environmental Defects, but of which Seller the Company or Laredo, as applicable has not been specifically notified by Buyer the other Party in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer the other Party for all purposes and constitute an assumed obligation of Buyer at Closing. Upon receipt of a timely this Article V. With respect to Environmental Defect NoticeDefect(s) alleged by Laredo or the Company, as applicable, upon request by Sellerthe other Party’s request, Buyer shall Laredo or the Company, as applicable, will promptly deliver to Seller copies of all datathe other Party: (i) if applicable, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, a site plans plan showing the location of all sampling events, boring logs and other field notes generated by Laredo or the Company, as applicable, during the course of the Environmental Review, describing the sampling methods utilized and the field conditions observed, chain (ii) all related sampling results and other applicable data, (iii) the written conclusion of custody documentation the Environmental Consultant, if applicable, that an Environmental Defect is believed to exist and laboratory reportsany related recommendations from the Environmental Consultant, if applicable.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 14.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Mid: 010628\000101\905583.7 Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible, but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer's Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant; and (vi) state Xxxxx's estimate of the Environmental Defect Value, including the basis for such estimate, for which Xxxxx would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Xxxxx would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. (a) If Buyer Purchaser discovers any alleged Environmental Defect affecting the Assets, Buyer Purchaser shall promptly notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice Defect (an “Environmental Defect Notice”); provided, however, if Purchaser’s Environmental Review discovers an environmental condition that Purchaser and Seller mutually and reasonably agree requires additional investigation that would extend beyond the then effective Examination Period in order to determine whether or not such condition is an Environmental Defect, the Examination Period shall be extended an additional thirty (30) must days solely with respect to such identified environmental condition. To be effective, an Environmental Defect Notice must: (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, Period (csubject to the extension provided above); (iii) describe the Environmental Defect in reasonable sufficient, specific detail, including including, without limitation, (iA) the written conclusion of Buyer Purchaser’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Purchaser’s Environmental Review, and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, a site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant; and (vi) state Purchaser’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Purchaser would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 4.04(b) as the remedy therefor.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify provide Seller notice of such alleged all Environmental DefectDefects no later than 5:00 p.m. CST on March 8, 2011. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationReview, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect and Defect, (f) set forth Buyer’s 's reasonable good faith estimate of the Environmental Defect Value, including the basis for which Buyer would agree to adjust such estimate, and (g) comply with the Purchase Price in order to accept such Environmental Defect if Seller elected Value provisions of Section 7.4(c) as the remedy therefor4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation of Buyer at ClosingAssumed Obligation. Upon receipt of a timely notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues, upon request by Sellerand methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Buyer Seller shall promptly deliver have the option, but not the obligation, to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating attempt to the alleged correct such Environmental Defect during a period expiring 90 days after Closing. If Seller should not elect to correct an Environmental Defect, and its determination no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer Xxxxx discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, exists and (ii) if then known by Xxxxx, a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationviolation (but failure to cite all applicable laws shall not reduce or relieve the Seller in connection with liability thereunder nor the calculation of the Environmental Defect Value thereof), (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) indicate the procedures recommended to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation Assumed Obligation of Buyer at Closing, except for a breach of the representations and warranties in Section 5.1(j) above. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify the Sellers of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller the Sellers prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable reasonably sufficient detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, violated; (div) identify the specific Asset or Assets affected by such the Environmental Defect; (v) if Buyer collected environmental samples, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of include a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of such sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (vi) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vii) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if the Sellers elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, the Sellers shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date (with respect to all of the Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify provide Seller notice of such alleged all Environmental DefectDefects no later than 5:00 p.m. Mountain Time on the Notification Date. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination PeriodNotification Date, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationReview, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect and Defect, (f) set forth Buyer’s reasonable reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for which Buyer would agree to adjust such estimate, and (g) comply with the Purchase Price in order to accept such limitations and Environmental Defect if Seller elected Value qualifications set forth in Section 7.4(c4.13. ANY MATTERS THAT MAY CONSTITUTE ENVIRONMENTAL DEFECTS (EXCEPT THOSE COVERED BY THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.27) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at ClosingBUT 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 AND CONSTITUTE AN ASSUMED OBLIGATION. Upon receipt of a timely notices of Environmental Defect Notice, upon request by SellerDefects, Buyer and Seller shall promptly deliver to Seller copies of all data, records, reports, opinions meet and other information in Buyer’s possession or control bearing determine upon or relating to the alleged Environmental Defect and its determination which of the Environmental Defects, Environmental Defect ValueValues, includingand methods of correction they have reached agreement. Upon the receipt of such notice from Buyer, without limitationSeller shall have the option, site plans showing but not the location of sampling eventsobligation, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reportsto attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring thirty (30) days after Closing.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets(a) Except as expressly provided in Section 4.10(b), Buyer shall promptly notify provide Seller notice of such alleged all Environmental DefectDefects no later than 5:00 p.m. Mountain Time on the Notification Date. To Subject to the proviso in the following sentence, to be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination PeriodNotification Date, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review and (ii) a citation of to the applicable Environmental Laws alleged to be violated and a summary of the related facts Law that substantiate such violationBuyer believes Seller has not complied with, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct or cure the Environmental Defect and Defect, (f) set forth Buyer’s reasonable reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for which Buyer would agree to adjust such estimate, and (g) comply with the Purchase Price in order to accept such limitations and Environmental Defect if Seller elected Value qualifications set forth in Section 7.4(c4.13. Notwithstanding the preceding sentence, the Parties acknowledge that following Buyer’s Environmental Assessment, certain information required under clauses (a) as through (g) of the remedy therefor. Any matters that preceding sentence may otherwise constitute not reasonably be known or definite; accordingly, a notice of Environmental Defects, but of which Seller has not been specifically notified Defect timely delivered by Buyer in accordance with to Seller following Buyer’s Environmental Assessment shall contain all information required by the foregoingpreceding sentence to the extent that such information may reasonably be determined on or before the Notification Date. EXCEPT AS EXPRESSLY PROVIDED IN Section 4.10(b), 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 of Buyer at ClosingANY MATTERS THAT MAY CONSTITUTE ENVIRONMENTAL DEFECTS 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 AND CONSTITUTE AN ASSUMED OBLIGATION. Upon receipt of a timely notices of Environmental Defect Notice, upon request by SellerDefects, Buyer and Seller shall promptly deliver to Seller copies of all data, records, reports, opinions meet and other information in Buyer’s possession or control bearing determine upon or relating to the alleged Environmental Defect and its determination which of the Environmental Defects, Environmental Defect ValueValues, includingand methods of correction they have reached agreement. Upon the receipt of such notice from Buyer, without limitationSeller shall have the option, site plans showing but not the location of sampling eventsobligation, boring logs and other field notes describing the sampling methods utilized and the field conditions observedto attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring on January 16, chain of custody documentation and laboratory reports2018.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify provide Seller notice of such alleged all Environmental DefectDefects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the Closing Date. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationReview, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect and Defect, (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for which Buyer would agree to adjust such estimate, and (g) comply with the Purchase Price in order to accept such Environmental Defect if Seller elected Value provisions of Section 7.4(c) as the remedy therefor4.14. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation of Buyer at ClosingAssumed Obligation. Upon receipt of a timely notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, upon request by SellerSeller shall have the option, Buyer shall promptly deliver but not the obligation, to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating attempt to the alleged correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and its determination no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any alleged (a) If, as a consequence of its Pre-Acquisition Review, Purchaser desires to assert a claim of an Environmental Defect affecting the with respect to any Assets, Buyer shall promptly notify Purchaser must deliver claim notices to Seller of such alleged Environmental Defect. To be effective, such notice (each an “Environmental Defect Notice”) must no later than sixty (a60) be days after the Execution Date but in writing, any event at least fifteen (b15) be received by Seller Business Days prior to the expiration Closing Date (such cut-off date being the “Defect Claim Date”). Each Environmental Defect Notice shall be in writing and shall include (i) a description of the Examination Periodalleged Environmental Defect(s) reasonably sufficient for Seller to determine the basis of the alleged Environmental Defect, including, at a minimum, the relevant Environmental Law citation, (cii) describe identification of the Asset(s) adversely affected by the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that each an “Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationProperty”), (diii) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate all documents upon which Purchaser relies for its assertion of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shallincluding, be deemed to have been waived by Buyer at a minimum, supporting documents reasonably sufficient for all purposes and constitute an assumed obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request Seller (as well as any environmental engineering consultant hired by Seller, Buyer shall promptly deliver ) to Seller copies identify the existence of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect Defect(s), and its determination (iv) Purchaser’s reasonable estimate of the cost of eliminating, removing, curing or otherwise addressing such Environmental Defect Valueto the extent required by, includingand consistent with, without limitation, site plans showing Governmental Authorities and Environmental Law in accordance with Section 3.2(f) (the location of sampling events, boring logs and other field notes describing the sampling methods utilized “Environmental Defect Amount”) and the field conditions observedcomputations and information upon which Purchaser’s belief is based, chain including any analysis by any environmental engineering consultant firm hired by Purchaser. For the avoidance of custody documentation doubt, it shall be sufficient for Purchaser to satisfy clause (iii) of this Section 3.2(a) by making such supporting documents available to Seller for electronic download or by delivering to Seller an electronic hard drive containing such supporting documents, in each case, within three (3) Business Days of the Defect Claim Date. To give Seller an opportunity to commence reviewing and laboratory reportscuring Environmental Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Claim Date, written notice of all Environmental Defects discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, exists and (ii) a citation of the Environmental Laws alleged believed by Buyer in good faith to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets location affected by such Environmental Defect, (e) indicate the procedures recommended believed by Buyer in good faith to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation Assumed Obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date (with respect to all of the Assets or only those Assets affected by the Environmental Defect) up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c7.04(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect affecting any Asset, Buyer shall notify Sellers of the alleged Environmental Defect affecting as promptly as possible, but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller Sellers prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual {1919007;4} - 24 - data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Sellers elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Sellers shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing.

Notice of Environmental Defects. If Buyer shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. CDT on September 7, 2007; provided, however, if during the Examination Period, Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable sufficient, specific detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violationReview, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect and Defect, (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for which Buyer would agree to adjust such estimate, and (g) comply with the Purchase Price in order to accept such Environmental Defect if Seller elected Value provisions of Section 7.4(c) as the remedy therefor4.15. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation of Buyer at ClosingAssumed Obligation. Upon receipt of a timely notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect NoticeValues and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, upon request by SellerSeller shall have the option, Buyer shall promptly deliver but not the obligation, to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating attempt to the alleged correct such Environmental Defect during a period expiring ninety (90) days after Closing. If Seller should not elect to correct an Environmental Defect, and its determination no aspect of such defect is in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller Sellers prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice must: (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller Sellers prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including including, without limitation, (iA) the written conclusion of Buyer Buyer’s Environmental Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, and (iiB) a separate specific citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Assets affected by such Environmental Defect, including, without limitation, a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain-of-custody documentation and laboratory reports; (ev) identify the procedures recommended to correct the Environmental Defect Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (fvi) state Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller Sellers elected Section 7.4(c4.04(b) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller Sellers has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information Assumed Obligation (as defined in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reportsSection 14.02).

Notice of Environmental Defects. If Buyer Xxxxx discovers any Environmental Defect affecting any Asset, Buyer shall notify Seller of the alleged Environmental Defect affecting as promptly as possible but no later than the Assets, Buyer shall promptly notify Seller expiration of such alleged Environmental Defectthe Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (ai) be in writing, ; (bii) be received by Seller prior to the expiration of the Examination Period, ; (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including (iA) the written conclusion of Buyer Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review; and (iiB) a separate specific citation of the provisions of Governmental Authorization, permit, license or Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, ; (div) identify the specific Asset or Assets affected by such the Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of including a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of chain-of-custody documentation and laboratory reports; (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect if Seller elected Section 5.04(a)(i) as the remedy for it. 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. After receipt of an effective Environmental Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Environmental Defect at any time prior to the Closing and to postpone the Closing Date up to thirty (30) days beyond the date set forth in Section 14.01 to facilitate the cure.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the AssetsDefect, Buyer shall promptly notify Seller thereof prior to the expiration of such alleged the Environmental DefectExamination Period. To be effective, such notice (an “Environmental Defect Notice”) must shall be in writing and shall include (a) be in writinga description of each alleged Environmental Defect, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be received by the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, and (e) the amount which Buyer reasonably believes to be the net present value (using a 10% discount rate) of the Lowest Cost Response to cure such alleged Environmental Defect and the computations and information upon which Buyer’s belief is based. Subject to the Retained Liabilities and Buyer’s remedies under Article XII, any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to Seller pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, Period shall be deemed to have been waived by Buyer Buyer, on behalf of itself and its successors and assigns, for all purposes and constitute an assumed obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, (including, without limitation, site plans showing Article XII of this Agreement). Seller shall have the location right, but not the obligation, to attempt to cure any asserted Environmental Defect on or before the expiration of sampling eventsthe Cure Period. To give Seller an opportunity to commence reviewing and curing Environmental Defects, boring logs Buyer agrees to use reasonable efforts to give Seller, on or before the end of each calendar week prior to the expiration of the Environmental Examination Period, 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 Environmental Examination Period; provided, however, that Buyer’s failure to notify Seller as set forth above shall not constitute a waiver of any such alleged Environmental Defect to the extent that notice is received prior to the expiration of the Environmental Examination Period. No reduction shall be made to the Purchase Price with respect to any Environmental Defect properly asserted in good faith prior to the expiration of the Environmental Examination period (“Asserted Environmental Defect”) for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller intends to attempt to cure the asserted Environmental Defect during the Cure Period or for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller disputes the existence, in whole or in part, which notice shall include a description of the matters in dispute. Each Environmental Defect Property affected by an Asserted Environmental Defect shall not be conveyed to Buyer at Closing pending the resolution of such Environmental Defect pursuant to the terms of this Section 5.03 and Section 5.04. Subject to Section 5.05, the Allocated Value of the Assets for which Buyer has asserted an Asserted Environmental Defect shall be retained by the Escrow Agent at Closing from the Deposit, unless the Parties agree otherwise with respect to any Asserted Environmental Defect prior to Closing; provided however, to the extent such Allocated Value (together with any other field notes describing amounts held by the sampling methods utilized Escrow Agent pursuant to Section 4.06) exceeds the Deposit, at the Closing, Buyer shall deposit with the Escrow Agent a portion of the Purchase Price equal to such excess (without duplication); provided further, however, (i) if Seller elects to cure an Asserted Environmental Defect, (a) if such Asserted Environmental Defect is cured by the end of the Cure Period, subject to Buyer’s right to dispute the completion of the cure in (ii) below, the Allocated Value of the applicable Environmental Defect Property shall be released by the Escrow Agent to Seller and the field conditions observedEnvironmental Defect Property shall be conveyed to Buyer, chain but (b) if cure has not been achieved by the end of custody documentation the Cure Period, the Allocated Value for the applicable Environmental Defect Property shall be released by the Escrow Agent to Buyer and laboratory reportsthe applicable Environmental Defect Property shall be retained by Seller, or (ii) if an Asserted Environmental Defect is one for which Seller properly disputes the existence or if Buyer disputes that the Seller has cured an Asserted Environmental Defect, in whole or in part, such Asserted Environmental Defect (or the completion of the cure) shall be finally and exclusively resolved in accordance with the provisions of Section 4.11 and release of the Allocated Value by the Escrow Agent for such Asserted Environmental Defects shall be resolved in accordance therewith.

Notice of Environmental Defects. If Buyer Xxxxx discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, exists and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Asset or Assets affected by such Environmental Defect, (e) indicate the procedures recommended to correct the Environmental Defect and (f) indicate Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 Assumed Obligation of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (ai) be in writing, (bii) be received by Seller prior to the expiration of the Examination Period, (ciii) describe the Environmental Defect in reasonable sufficient, specific detail, including including, without limitation, (iA) the written conclusion of Buyer Buyer’s Environmental Consultants that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, including, without limitation, maps, reports, boring logs and field notes prepared in connection with the Environmental Review, if any, and (iiB) a general citation of the provisions of Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (div) identify the specific Assets affected by such Environmental Defect, (ev) the procedures recommended to correct the Environmental Defect Defect, together with any related recommendations from Buyer’s Environmental Consultant, and (fvi) Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy thereforestimate. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall, shall be deemed to have been waived by Buyer for all purposes and constitute an assumed obligation of Buyer at ClosingAssumed Obligation. Upon the receipt of a timely such effective notice from Buyer, Seller shall have the option, but not the obligation, to (i) attempt to cure such Environmental Defect Noticeat any time prior to the Closing, upon request (ii) exclude the affected Asset from the sale and reduce the Purchase Price by Sellerthe allocated value of such affected Asset, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating (iii) not take any remedial action with respect to the alleged Environmental Defect and its determination of the Environmental Defect Valueand, includingif acceptable to Buyer, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reportsindemnify Buyer pursuant to Section 12.05 against all costs which Buyer may incur in connection with same.