Review Results. (i) If, as a result of the Pre-Acquisition Review, Buyer determines in its sole judgment that, as to any portion of the Property: either (A) the environmental condition thereof is unacceptable to Buyer; or (B) the physical condition of the equipment on the Property is unacceptable to Buyer; or (C) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Buyer may give written notice to Seller on or before the last day of the Review Period of such condition(s).
Review Results. Within three (3) Business Days after completion of the applicable review, MSV shall submit to Contractor:
Review Results. (1) If, as a result of the Pre-Acquisition Review, Xxxxx determines in its sole judgment that, as to any portion of the Property: (i) the environmental condition thereof is unacceptable for Xxxxx'x purposes; (ii) there has been such a substantial deterioration in the physical condition of the Property since November 1, 1998, that Xxxxx will be unable to continue to possess, operate, use or maintain the Property in the same manner and to the same extent possessed, operated, used or maintained by Aera before the Effective Date (provided, however, a lack of equipment on the Property shall not be considered a substantial deterioration in the physical condition of the Property for purposes of this subsection unless the equipment was removed by Aera from the Property between November 1, 1998, and the Effective Date without Xxxxx'x consent and the lack of such removed equipment will materially adversely affect Xxxxx'x ability to use, operate or maintain the Property after Closing); or (iii) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Xxxxx may give written notice to Aera on or before the last day of the Review Period of such condition. Such notice shall include Xxxxx'x estimated cost to cure or remedy the listed conditions. Failure to give any such notice within the Review Period shall foreclose Xxxxx from securing the benefits of subsection 7(c)(2) and shall not excuse Xxxxx for failing to close because of matters arising out of such Pre-Acquisition Review.
Review Results. As of the date of this Amendment, PURCHASER has completed its Pre- Acquisition Review and has examined the PROPERTY as fully as desired. EXCEPT FOR AND WITHOUT LIMITING SELLER'S INDEMNIFICATION OBLIGATIONS SPECIFIED IN SUBSECTIONS 22(C) AND (E) BELOW, PURCHASER HEREBY AGREES TO ACQUIRE THE PROPERTY "WHERE IS" AND "AS IS" WITH NO RIGHT TO RECOVER FROM SELLER FOR ANY LIABILITIES, COSTS OR EXPENSES RELATED TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS AND DAMAGES TO NATURAL RESOURCES) AND PURCHASER HEREBY FINALLY AND IRREVOCABLY WAIVES AND RELEASES SELLER FROM, AND AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HARMLESS AGAINST ALL LIABILITIES, DAMAGES, COSTS OR EXPENSES OF ANY NATURE ARISING OUT OF RELATED TO OR IN CONNECTION WITH THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS, CERCLA LIABILITY AND DAMAGES TO NATURAL RESOURCES), WHETHER CONTRACT, TORT OR STATUTORY, REGARDLESS OF THE NEGLIGENCE (OF ANY CHARACTER, WHETHER SOLE, GROSS, JOINT, CONCURRENT, CONTRIBUTORY OR OTHERWISE), FAULT OR STRICT (STATUTORY) LIABILITY OF SELLER, WHETHER KNOWN OR UNKNOWN, PRESENT OR FUTURE.
Review Results. (1) [omitted]
Review Results. The requirements of Section 5 shall not apply to any analyses, compilations, studies, models or other documents prepared by the Reviewer or any of its Affiliates or Representatives based on or containing Confidential Information (“Review Results”), which documents may be retained by the Reviewer and shall be otherwise considered as “Confidential Information” for the purposes of this Agreement during its term. Neither the Receiving Party nor any of its Affiliates or Representatives shall have any obligation to the Disclosing Party to discuss or disclose the Review Results.
Review Results. (i) If, as a result of the Pre-Acquisition Review, Buyer determines in its reasonable judgment exercised in good faith that, as to any portion of the Property: either (A) the environmental condition thereof is unacceptable to Buyer; or (B) the physical condition of the equipment on the Property is unacceptable to Buyer; or (C) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Buyer may give written notice to Seller on or before the Defect Deadline of such conditions (“Defect Conditions”). In order to be effective such notice must be in writing and must include (i) a description of the Property or portion thereof affected, (ii) the basis for Buyer’s determination that such condition or risk is unacceptable, (iii) the asserted value of such the affected Property, and (iv) the amount by which Buyer believes the value of such Property has been reduced and the computations and information upon which Buyer’s belief is based.
Review Results. (1) If, as a result of the Pre-Acquisition Review, PURCHASER determines in its sole judgment that, as to any portion of the PROPERTY: either (i) the environmental condition thereof is unacceptable for PURCHASER's purposes; or (ii) there has been such a substantial deterioration in the physical condition of the PROPERTY as it existed on October 31, 1998, that PURCHASER will be unable to continue to possess, operate, use or maintain the PROPERTY in the same manner and to the same extent possessed, operated, used or maintained by SELLER on October 31, 1998, (provided, however, a lack of equipment on the PROPERTY shall not be considered a substantial deterioration in the physical condition of the PROPERTY for purposes of this subsection unless the equipment was removed by SELLER from the PROPERTY after October 31, 1998, without PURCHASER's consent and the lack of such removed equipment will materially adversely affect PURCHASER's ability to use, operate or maintain the PROPERTY after Closing); or (iii) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, PURCHASER may give written notice to SELLER on or before the last day of the Review Period of such condition(s). With respect to the matters identified in the report referenced on Schedule 11(b)(1), PURCHASER's notice may only include conditions or contaminants which were not specifically identified in the report or which are incremental to the conditions or types or levels of contaminants included in the
Review Results. (1) If, as a result of the Pre-Acquisition Review, PURCHASER determines in its sole judgment that, as to any portion of the PROPERTY: (i) the physical or environmental condition thereof is unacceptable for PURCHASER's purposes; or (ii) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, PURCHASER may give written notice to SELLER on or before the last day of the Review Period of such condition. Such notice shall include PURCHASER's estimated cost to cure or remedy the listed conditions. Failure to give any such notice within the Review Period shall foreclose PURCHASER from securing the benefits of clause 4(b)(2) and shall not excuse PURCHASER for failing to close because of matters arising out of such Pre-acquisition Review.
Review Results. (i) If, as a result of the Pre-Acquisition Review, Buyer determines in its reasonable judgment exercised in good faith that, as to any portion of the Property: either (A) the environmental condition thereof is unacceptable to Buyer; or (B) the physical condition of the equipment on the Property is unacceptable to Buyer; or (C) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Buyer may give written notice to Seller on or before the Defect Deadline of such conditions (“Defect Conditions”). In order to be effective such notice must be in writing and must include (i) a description of the Property or portion thereof affected, (ii) the basis for Buyer’s determination that such condition or risk is unacceptable, (iii) the Allocated Value of such the affected Property, and (iv) the amount by which Buyer believes the Allocated Value of such Property has been reduced and the computations and information upon which Buyer’s belief is based. All Defect Conditions known to Buyer of which Buyer fails to give notice in the manner required above by the Defect Deadline shall be waived for all purposes and shall not form the basis for any claims by Buyer under this Agreement.
