Environmental Defects definition

Environmental Defects means the (i) failure of the Assets to comply with Environmental Laws, or (ii) the existence of any physical condition related to prior oil and gas operations that, in Buyer's discretion, would require Buyer to be responsible for taking corrective or remedial action with respect to such condition as a consequence of Buyer acquiring title to the Leases (referred to herein as a "Non­conforming Physical Condition"). To the extent that Buyer accepts a Lease (and the Lands covered thereby) as being free from Environmental Defects pursuant to the foregoing, Seller shall have no liability to Buyer with respect to the presence on such Lease (or Lands) of an Existing Well.

Environmental Defects means the (i) failure of the Assets to comply with Environmental Laws, or (ii) the existence of any physical condition related to prior oil and gas operations that, in Buyer's discretion, would require Buyer to be responsible for taking corrective or remedial action with respect to such condition as a consequence of Buyer acquiring title to the Leases (referred to herein as a "Non-Conforminq Physical Condition").

Environmental Defects means any and all liabilities arising under Applicable Environmental Law (including fines, penalties and corrective actions for violations of Applicable Environmental Laws as well as investigatory, remedial and monitoring costs for remediation of impacted soils, groundwater or other aspects of the environment) that are identified in or discovered by a Phase I Environmental Site Assessment conducted prior to Closing, including such liabilities identified or discovered by further sampling and testing conducted in accordance with Section 9.1.

Examples of Environmental Defects in a sentence

• The aggregate amount to be deducted from the Purchase Price at the Closing as determined by the Parties on account of Title Defects, Environmental Defects and Casualty Losses, and the Allocated Value of the Assets (or portion thereof) to be excluded on account of preferential purchase rights and consents shall not exceed twenty percent (20%) of the Purchase Price.

• The Environmental Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects and/or Remediation Amounts submitted by either Party and may not award damages, interest or penalties to either Party with respect to any matter.

• 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.

• If the Parties are unable to reach agreement with respect to any Environmental Defects, the Environmental Defect or the Environmental Defect Value subject to the Environmental Defect Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8.

• The aggregate amount to be deducted from the Purchase Price at the Closing as determined by the Parties on account of Title Defects, Environmental Defects and Casualty Losses, and the Allocated Value of the Assets (or portion thereof) to be excluded on account of preferential purchase rights and consents shall not exceed 20 percent (20%) of the Purchase Price.

More Definitions of Environmental Defects

Environmental Defects has the meaning assigned to such term in Section 7.2(f).

Environmental Defects shall include, but not be limited to: (i) environmental pollution or contamination, including pollution of the soil, groundwater or air; (ii) underground injection activities and waste disposal; (iii) surface and subsurface pollution caused by spills, pits, ponds or lagoons; (iv) failure to comply with applicable land use, surface disturbance, licensing or notification requirements; and (v) violation of any environmental laws or regulations, land use rules or regulations, or any demands or orders of appropriate governmental or regulatory agencies. Normal well and facility abandonment obligations arising in the ordinary course of operations shall not be considered as Environmental Defects for purposes of this Section unless Juneau has failed to timely and properly comply with such obligations and requirements.

Environmental Defects means any environmental concern which would not be acceptable to a sophisticated prudent purchaser of the Shares and which would be a material violation, of any federal, provincial or local environmental or pollution law, regulation or ordinance with respect to the Assets or any permits, licenses and other authorizations which are required under federal, provincial and local laws with respect to pollution or protection of the environment relating to the Assets;

Environmental Defects means, subject to Section 6.2, an Environmental Condition with respect to any Well set forth on Exhibit A-1, any Well Location set forth on Exhibit A-2, any Unit or any Lease, as applicable; provided, however that, notwithstanding anything to the contrary set forth herein, no Environmental Condition(s) caused by Buyer (or any of its Affiliates) shall form the basis of an Environment Defect.

Environmental Defects means the existence of any condition (i) which constitutes a violation of any of the Environmental Laws applicable to the Assets and/or Seller and (ii) to which prompt remedial or corrective action either is required by law or would otherwise be undertaken by a prudent operator of oil and gas properties and/or gas gathering or water disposal systems, as the case may be.

Environmental Defects as defined in Section 9.2.

Environmental Defects means any Environmental Liabilities in respect of the Assets which the Vendor, but for Closing of the transactions contemplated herein, would be obligated to remediate under applicable Environmental Law, excluding all abandonment and reclamation obligations which are usual in respect of oil and gas assets of the type to be acquired by the Purchaser pursuant to the terms of this Agreement net of salvage value. The Purchaser acknowledges that it has taken into account the assumption of responsibility for such abandonment and reclamation obligations and the costs associated therewith when the Purchaser evaluated the Assets and determined the Purchase Price.