Common use of Notice of Environmental Defects Clause in Contracts

Notice of Environmental Defects. To assert a claim for an Environmental Defect, Buyer must promptly notify the Seller Representative 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 detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, (e) Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period shall be deemed to have been waived by Buyer, except (i) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiver.

Notice of Environmental Defects. To assert a claim for an (a) If Purchaser discovers any Environmental DefectDefect affecting the Assets, Buyer must promptly Purchaser may notify the Seller Representative thereof of such alleged Environmental Defect prior to the expiration of the Environmental Examination Period. To be effective, such notice Period (an “Environmental Defect Notice”); provided, however, if Purchaser’s Environmental Review discovers and Purchaser notifies Seller in writing of an environmental condition that, in Purchaser’s reasonable discretion, requires additional investigation that would extend beyond the expiration of the Examination Period in order to determine whether or not such condition is an Environmental Defect, then the Examination Period may be extended by Purchaser up to an additional thirty (30) days (or such longer period as the Parties agree may be reasonably required to complete such investigation) solely with respect to such identified environmental condition. To be effective, an Environmental Defect Notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period (subject to any extension provided above); (iii) describe the Environmental Defect in reasonable detail, including, without limitation, (A) the written conclusion of Purchaser’s Environmental Consultant that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in writing Purchaser’s Environmental Review, and shall include (aB) a detailed description of the alleged Environmental Defect(s)if applicable, (b) the Assets affected thereby (each, an “Environmental Defect Property”), (c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, ; (eiv) Buyer’s requirement(s) to cure identify the specific Assets affected by such Environmental Defects(sDefect, including, without limitation, a site plan showing the location of all sampling events, boring logs and other field notes and laboratory reports (each, if applicable); (v) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Purchaser’s Environmental Consultant; and (fvi) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyerstate Purchaser’s belief is based. Any matters that may otherwise constitute Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) but that are not specifically disclosed to the Seller Representative pursuant to an Environmental Defect Notice prior to the expiration estimate of the Environmental Examination Period shall be deemed Defect Value, including the basis for such estimate, for which Purchaser would agree to have been waived by Buyer, except (i) as may otherwise be a breach of adjust the representations and warranties of a Seller Purchase Price in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 order to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiveraccept such Environmental Defect.

Notice of Environmental Defects. To assert a claim for an If Buyer discovers any Environmental DefectDefect affecting any Asset, Buyer must shall notify Seller of the alleged Environmental Defect as promptly notify the Seller Representative thereof prior to 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 detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases 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; (ev) identify the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s requirement(sEnvironmental Consultant; and (vi) state Buyer’s estimate of the Environmental Defect Value, including the basis for such estimate, for which Buyer would agree to cure adjust the Purchase Price to accept such Environmental Defects(s), and (fDefect if Seller elected Section 5.04(a)(i) as the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedremedy for it. Any matters that may otherwise constitute have constituted Environmental Defects (irrespective of the $50,000 threshold referenced in the definition thereof) Defects, but that are not specifically disclosed to the Seller Representative 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 BuyerBuyer for all purposes and constitute an Assumed Obligation. After receipt of an effective Environmental Defect Notice, except 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 (i30) as may otherwise be a breach of days beyond the representations and warranties of a Seller date set forth in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 12.01 to facilitate the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waivercure.

Notice of Environmental Defects. To Buyer shall have the right to assert a claim for an Environmental Defect, Buyer must promptly notify the Seller Representative thereof prior Defect with respect to the expiration of Assets by delivering a written notice to the Sellers thereof (i) on or before the Claim Date, or (ii) with respect to the Option Assets only and solely as to any Environmental Examination PeriodDefects that have arisen on or after the Initial Closing Date, on or before the Option Claim Date. To be effective, such notice (an “Environmental Defect Notice”) shall be in writing and shall include (a) a reasonably detailed description of the alleged Environmental Defect(s), (b) the Assets affected thereby (each, an “Environmental Defect Property”), (c) the value of each Environmental Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support the asserted Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violation, and (e) Buyer’s requirement(s) to cure such Environmental Defects(s), and (f) the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is based. Any Environmental Defect asserted by Buyer prior to the Claim Date shall be deemed to be asserted against both the Initial Assets and the Option Assets, unless otherwise provided in the respective Environmental Defect Notice. Any matters that may otherwise constitute Environmental Defects (irrespective of with respect to the $50,000 threshold referenced in the definition thereof) but Assets that are not specifically disclosed to the Seller Representative Sellers pursuant to an Environmental Defect Notice prior to the expiration of the Environmental Examination Period Claim Date or Option Claim Date, as applicable, shall be deemed to have been waived by Buyer, except (i) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiver.

Notice of Environmental Defects. To assert a claim for an Environmental DefectExcept as otherwise provided in Section 12.04(g), Buyer must promptly notify shall provide Seller notice of all Environmental Defects no later than 5:00 p.m. MST on the Seller Representative thereof 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 detailed description of the alleged Environmental Defect(s)be in writing, (b) be received by Seller prior to the Assets affected thereby (each, an “Environmental Defect Property”)expiration of the Examination Period, (c) describe the value Environmental Defect, including the written conclusion of each Buyer that an Environmental Defect Property (exists, which conclusion shall be reasonably substantiated by the Allocated Value thereof)factual data gathered in Buyer’s Environmental Review, (d) documentation sufficient to reasonably support identify the asserted specific Assets affected by such Environmental Defect(s), including a separate specific citation of the provisions of Environmental Laws or Leases alleged to be violated and the related facts that substantiate such violationDefect, (e) set forth the procedures recommended to correct the Environmental Defect, (f) set forth Buyer’s requirement(s) to cure reasonable good faith estimate of the Environmental Defect Value, including the basis for such Environmental Defects(s)estimate, and (fg) comply with the amount which Buyer reasonably believes is the Lowest Cost Response to cure the alleged Environmental Defect(s) and the computations and information upon which Buyer’s belief is basedDefect Value provisions of Section 4.14. Any Except as provided in Section 12.04(g), any matters that may otherwise constitute Environmental Defects (irrespective Defects, but of the $50,000 threshold referenced which Seller has not been specifically notified by Buyer in the definition thereofaccordance with this Section 4.11 or Section 12.04(g) but together with any environmental matter that are does not specifically disclosed to the Seller Representative 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 for all purposes and constitute an Assumed Obligation. Subject to each Party’s rights under Section 4.12 , 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, except Seller shall have the option, but not the obligation, to attempt to correct such Environmental Defect during a period expiring ninety (i90) as may otherwise days after the Closing. Subject to each Party’s rights under Section 4.12 , if Seller should not elect to correct an Environmental Defect, and no aspect of such defect is in dispute, the Purchase Price shall, subject to Section 4.14, be a breach adjusted for such defect by the amount of the representations and warranties of a Seller in Section 6.01(l) and/or Section 6.01(r), (ii) for Buyer’s rights in connection with Sellers’ indemnity obligations in item (b) of Section 12.03 to the extent applicable to the representations and warranties in Section 6.01(l) and/or Section 6.01(r), and (iii) for Buyer’s rights in connection with Sellers’ indemnity obligations in items (a), (c), (d), (e) or (f) of Section 12.03, in each case, which will not be affected or diminished by this waiverEnvironmental Defect Value.