Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify Seller thereof prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a 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 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. 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 shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, for all purposes (including, without limitation, ARTICLE XII of this Agreement).

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify provide Seller thereof prior to notice of all Environmental Defects no later than 5:00 p.m. Mountain Time on the expiration of the Environmental Examination PeriodNotification Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be 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. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to received by Seller pursuant to an Environmental Defect Notice prior to the expiration of the Notification Date, (c) describe the Environmental Examination Period Defect in reasonable detail, including 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, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may 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, on behalf of itself and its successors and assigns, Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring ninety (including, without limitation, ARTICLE XII of this Agreement)90) days after Closing.

Notice of Environmental Defects. If Buyer discovers any alleged Environmental DefectDefect affecting the Assets, Buyer shall promptly notify Seller thereof prior to the expiration of the such alleged Environmental Examination PeriodDefect. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) be received prior to the Asset or portion thereof affected thereby (each “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of such Environmental Defect Property in reasonable detail, including (which i) the written conclusion of Buyer that an Environmental Defect exists and (ii) if then known by Buyer, a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation (but failure to cite all applicable laws shall be not reduce or relieve the Allocated Seller in connection with liability thereunder nor the calculation of the Environmental Defect Value thereof), (d) documentation sufficient to reasonably support identify the specific Asset or Assets affected by such asserted Environmental Defect, and (e) indicate the amount which Buyer reasonably believes procedures recommended to be correct 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 (f) indicate Buyer’s belief is basedreasonable 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 Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that are does not specifically disclosed to Seller pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes (and constitute an 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, ARTICLE XII site plans showing the location of this Agreement)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, Buyer shall promptly notify provide Seller thereof prior to notice of all Environmental Defects no later than 5:00 p.m. MST on the expiration of the Environmental Examination PeriodNotification Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be 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. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to received by Seller pursuant to an Environmental Defect Notice prior to the expiration of the Notification Date, (c) describe the Environmental Examination Period Defect in reasonable detail, including 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, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may 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, on behalf of itself and its successors and assigns, Buyer for all purposes (includingand constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, without limitationthe Parties shall meet and determine upon which of the Environmental Defects, ARTICLE XII Environmental Defect Values, and methods of this Agreement).correction the Parties have reached

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify provide Seller thereof notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the expiration of the Environmental Examination PeriodClosing Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description be in writing, (b) be received by Seller prior to the expiration of each alleged the Examination Period, (c) describe the Environmental Defect in reasonable detail, including 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, (d) identify the specific Assets affected by such Environmental Defect, (be) set forth the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) procedures recommended to correct the value of such Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, (f) set forth Buyer’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (eg) comply with 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 basedValue provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that are does not specifically disclosed to Seller pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (including90) days after Closing. If Seller should not elect to correct an Environmental Defect, without limitationand no aspect of such defect is in dispute, ARTICLE XII the Purchase Price shall, subject to Section 4.14, be adjusted for such defect by the amount of this Agreement)the Environmental Defect Value.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify provide Seller thereof notice of all Environmental Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to the expiration of the Environmental Examination PeriodClosing Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description be in writing, (b) be received by Seller prior to the expiration of each alleged the Examination Period, (c) describe the Environmental Defect in reasonable detail, including 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, (d) identify the specific Assets affected by such Environmental Defect, (be) set forth the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) procedures recommended to correct the value of such Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, (f) set forth Buyer's reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (eg) comply with 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 basedValue provisions of Section 4.14. Any matters that may otherwise constitute Environmental Defects Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that are does not specifically disclosed to Seller pursuant to constitute an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (including90) days after Closing. If Seller should not elect to correct an Environmental Defect, without limitationand no aspect of such defect is in dispute, ARTICLE XII the Purchase Price shall be adjusted for such defect by the amount of this Agreement)the Environmental Defect Value.

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify Seller thereof within 3 business days of such discovery and, in any event, prior to the expiration of the Environmental Examination Period. To be effective, such notice of an Environmental Defect (an “Environmental Defect Notice”) shall be in writing and shall include (a) a description of each the alleged Environmental DefectDefect(s) including the GPS coordinates of the Condition (when available), (b) the Asset or portion thereof Asset(s) affected thereby (each “Environmental Defect Property”), (c) documentation, including any physical measurements or, to the value of such extent permitted by Seller under section 5.01, lab analyses, or photographs sufficient to reasonably support the asserted Environmental Defect Property (which shall be the Allocated Value thereofDefect(s), (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 the alleged Environmental Defect Defect(s) and the computations and information upon which Buyer’s belief is based, and (e) The Specific Environmental Regulation (and date promulgated) that has been violated. 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 shall be deemed to have been accepted and waived by Buyer, on behalf of itself and its successors and assigns, for all purposes (including, without limitation, ARTICLE XII of this Agreement).

Notice of Environmental Defects. If Buyer discovers any Environmental Defect, Buyer shall promptly notify provide Seller thereof prior to notice of all Environmental Defects no later than 5:00 p.m. MST on the expiration of the Environmental Examination PeriodNotification Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be 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. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to received by Seller pursuant to an Environmental Defect Notice prior to the expiration of the Notification Date, (c) describe the Environmental Examination Period Defect in reasonable detail, including 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, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s reasonable, good faith estimate of the Environmental Defect Value, including supporting calculations for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may 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, on behalf of itself and its successors and assigns, Buyer for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, the Parties shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction the Parties have reached agreement. Upon the receipt of such effective notice from Buyer, Seller shall have the option, but not the obligation, to attempt to correct to Buyer’s reasonable satisfaction such Environmental Defect during a period expiring ninety (including, without limitation, ARTICLE XII of this Agreement)90) days after Closing.

Notice of Environmental Defects. If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer shall promptly notify Seller thereof prior to of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such this notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review; and shall include (aB) a description separate specific citation of each the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Asset or Assets affected by the Environmental Defect, including 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; (bv) identify the Asset or portion thereof affected thereby procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant; and (each “vi) state Buyer’s estimate of the Environmental Defect Property”)Value, (c) including the value of basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect Property (which shall be if Seller elected Section 5.04(a)(i) as 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 basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects Defects, but that are not specifically disclosed to Seller pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes (including, without limitation, ARTICLE XII of this Agreement).and constitute an Assumed {1914556;9} - 24 -

Notice of Environmental Defects. If If, prior to Closing, Buyer discovers any determines the existence of an "Environmental Defect" as defined in Section 7.6 below, Buyer shall promptly notify Seller thereof prior Sellers in writing of any matter Buyer considers to be an Environmental Defect as soon as reasonably possible after Buyer becomes aware of such Environmental Defect but, in any event, by not later than the expiration of the Environmental Examination PeriodDefect Notice Date. To be effective, such Such notice (an “"Notice of Environmental Defect Notice”Defect") shall be in writing and shall include (ai) a specific description of each alleged the matter Buyer asserts as an Environmental Defect, (bii) a specific description of the Asset or portion thereof of the Assets that is affected thereby by the Environmental Defect, (iii) Buyer's calculation of (x) the amount by which each “Environmental Defect Property”), (c) has diminished the value of the Assets and (y) the amount necessary to eliminate or resolve all Environmental Liabilities relating to such Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, such amounts to be determined by Buyer in good faith and in a commercially reasonable manner (collectively, the "Environmental Defect Value"), and (eiv) all necessary and desirable supporting documentation. Except for (i) the amount exclusions from Buyer's Assumed Environmental Obligations specified in Section 12.5(b) and (ii) Sellers' representation and warranty set forth in Section 4.1(p), which representation and warranty does not survive the Closing, 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. 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 shall be deemed to have been waived by Buyer, any Environmental Defect which Buyer fails to assert in its Notice of Environmental Defect on behalf of itself and its successors and assigns, for all purposes (including, without limitation, ARTICLE XII of this Agreement)or before the Defect Notice Date.

Notice of Environmental Defects. If (i)If Buyer discovers any Environmental DefectDefect affecting the Assets, Buyer shall promptly notify Seller thereof prior to no later than the expiration of the Environmental Examination PeriodScheduled Closing Date. To be effective, such notice must: (an “A) be in writing; (B) be received by Seller by 5:00 p.m. Central Time on the Scheduled Closing Date; (C) describe the Environmental Defect Notice”in reasonably specific detail, including, without limitation, (1) the written conclusion that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review, and shall include (a2) a description separate specific citation of each the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (D) identify the specific Assets affected by such Environmental Defect, (b) including, without limitation, a site plan showing the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) location of the value of such Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, ; (E) make recommendations from Buyer’s Environmental Consultant to cure the Environmental Defect; and (eF) the amount which Buyer reasonably believes to be state Buyer’s estimate of the net present value (using a 10% discount rate) of the Lowest Cost Response to cure such alleged Environmental Defect and Value, including the computations and information upon basis for such estimate, for which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed Buyer would agree to Seller pursuant adjust the Base Purchase Price in order to an accept such Environmental Defect Notice if Seller elected Section 11.2(c)(i) as the remedy therefor. To give Seller an opportunity to commence reviewing and curing any Environmental Defects, Buyer agrees to use reasonable efforts to give Seller, each Monday following the execution of this Agreement but prior to the expiration Scheduled Closing Date, written notice of all known Environmental Defects discovered by Buyer during the Environmental Examination Period previous week. Buyer shall have no liability for failure to provide any such weekly notice and shall not waive any other remedies under this Agreement as a result of such failure. Any notice delivered hereunder may be deemed to have been waived by Buyerpreliminary in nature and may be supplemented prior to, on behalf of itself and its successors and assignsbut no later than, for all purposes (including, without limitation, ARTICLE XII of this Agreement)the Scheduled Closing Date.

Notice of Environmental Defects. If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer shall promptly notify Seller thereof prior to of the alleged Environmental Defect as promptly as possible, but no later than the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail, including (A) the written conclusion of Buyer’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Buyer’s Environmental Review; and shall include (aB) a description separate specific citation of each the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation; (iv) identify the specific Asset or Assets affected by the Environmental Defect, ; and (bv) state Buyer’s estimate of the Asset or portion thereof affected thereby (each “Environmental Defect Property”)Value, (c) including the value of basis for such estimate, for which Buyer would agree to adjust the Purchase Price to accept such Environmental Defect Property (which shall be if the Allocated Value thereof), (dParties elect Section 5.04(a)(i) documentation sufficient to reasonably support such asserted Environmental Defect, and (e) as 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 basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects Defects, but that are not specifically disclosed to Seller pursuant to an so described in a timely Environmental Defect Notice prior to the expiration of the complying with this Section 5.03, together with any environmental matter that does not constitute an Environmental Examination Period Defect, shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes and constitute an Assumed Obligation. The foregoing sentence shall not constitute a waiver of Buyer’s rights under (includingA) Section 16.04(a), without limitation(B) Section 16.04(b) with respect to any breach by Seller of Section 6.20 or (C) Section 16.04(c) with respect to any breach by Seller of Section 15.01. After receipt of an effective Environmental Defect Notice, ARTICLE XII of this Agreement)Seller 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 discovers any alleged Environmental DefectDefect affecting the Assets, Buyer shall promptly notify Seller thereof prior to the expiration of the such alleged Environmental Examination PeriodDefect. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) be received by Seller prior to the Asset or portion thereof affected thereby (each “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value of such Environmental Defect Property in sufficient, specific detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review, and (ii) a separate specific citation of the provisions of Environmental Laws alleged to be violated and the related facts that substantiate such violation, (d) documentation sufficient to reasonably support identify the specific Assets affected by such asserted 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, (e) the amount which Buyer reasonably believes procedures recommended to be correct 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 (f) Buyer’s belief is basedreasonable good faith estimate of the Environmental Defect Value, including, without limitation, the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(b) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that are does not specifically disclosed to Seller pursuant to constitute an Environmental Defect Notice prior Defect, shall, subject to the expiration of the Environmental Examination Period shall Section 3.3(b), be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, Buyer for all purposes (including, without limitation, ARTICLE XII and constitute an assumed obligation of this Agreement)Buyer at Closing.

Notice of Environmental Defects. If Buyer discovers any Prior to one hundred eighty (180) days after the Closing Date (the “Environmental DefectInspection Period”), Buyer shall promptly notify Seller thereof review the inspection and testing results of the Properties and determine if any “Environmental Defect” (hereinafter defined) exists with respect to the Properties. An “Environmental Defect” shall mean an Environmental Claim attributable to or arising out of a violation of any Environmental Law (i) in effect on the Effective Time and applicable to conditions prior to the Closing Date, (ii) that is made known to Buyer prior to the expiration of the Environmental Examination Period. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a 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 the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Environmental Defect, Inspection Period and (eiii) the amount to which Buyer reasonably believes to prompt remedial or corrective action is required or would be the net present value (using undertaken by a 10% discount rate) prudent operator of the Lowest Cost Response to cure such alleged Environmental Defect oil and the computations and information upon which Buyer’s belief is basedgas properties. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to Seller pursuant to an Environmental Defect Notice prior Prior to the expiration of the Environmental Examination Period Inspection Period, Buyer shall notify Seller in writing of any Environmental Defects with respect to the Properties, and the estimated value of any such Environmental Defects (e.g. the estimated cost of remediating or correcting such Environmental Defects). In the event such notice is not timely delivered, all Environmental Defects of which Buyer has notice as of such date shall be deemed to have been waived by Buyer, on behalf of itself and its successors and assigns, for all purposes (includingand Buyer shall thereafter have no right to claim Environmental Defects pursuant to this Section 5.2; and in the event the Environmental Defect notice is timely delivered, without limitationall Environmental Defects of which Buyer has notice as of such date and are not claimed in such notice shall be deemed waived for all purposes, ARTICLE XII of this Agreement)subject, however, to Section 5.2.6 hereof.

Notice of Environmental Defects. If Buyer discovers any Prima shall provide Seller notice of all Environmental Defect, Buyer shall promptly notify Seller thereof prior to Defects no later than the expiration of the Environmental Examination PeriodTitle Claim Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include must (a) a description of each alleged Environmental Defectbe in writing, (b) the Asset or portion thereof affected thereby (each “Environmental Defect Property”), (c) the value of such Environmental Defect Property (which shall be 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. Any matters that may otherwise constitute Environmental Defects but that are not specifically disclosed to received by Seller pursuant to an Environmental Defect Notice prior to the expiration of the Examination Period, (c) describe the Environmental Examination Period Defect in reasonable detail, including the written conclusion of Prima that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyers’ Environmental Review, (d) identify the specific Assets affected by such Environmental Defect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Prima’s reasonable good faith estimate of the Environmental Defect Value, including the basis for such estimate, and (g) comply with the Environmental Defect Value provisions of Section 4.14. Any matters that may constitute Environmental Defects, but of which Seller has not been specifically notified by Prima 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, on behalf of itself and its successors and assigns, Buyers for all purposes and constitute an Assumed Obligation. Upon receipt of notices of Environmental Defects, Seller and Prima shall meet and determine upon which of the Environmental Defects, Environmental Defect Values, and methods of correction Seller and Prima have reached agreement. Upon the receipt of such effective notice from Prima, Seller shall have the option, but not the obligation, to attempt to correct to Prima’s reasonable satisfaction such Environmental Defect during a period expiring ninety (including, without limitation, ARTICLE XII of this Agreement)90) days after the Closing.