Adverse Environmental Conditions Clause Samples

Adverse Environmental Conditions. (a) Purchaser will have until 5 Business Days before the Closing to notify Seller of any material adverse environmental condition of the Assets that Purchaser finds unacceptable and provide evidence of the condition to Seller. An environmental condition is a material adverse environmental condition (“Condition”) only if all the following criteria are met: (i) The environmental condition is required to be remediated at the Effective Time under the Environmental Laws in effect at the Effective Time. (ii) The total of the cost to remediate each environmental condition identified by Purchaser to levels required by the Environmental Laws in effect at the Effective Time is reasonably estimated to be more than fifty thousand dollars ($50,000) (net to Seller’s interest). Environmental conditions may not be aggregated by type or category among more than one well or facility or location for purposes of meeting this de minimis threshold of $50,000. (iii) The environmental condition was not disclosed on Schedule G. (b) Seller will have until two (2) days before the Closing Date if it determines that a Condition may exist with respect to an Asset, to elect any of the following: (i) adjust the Allocated Value for an Asset by a mutually acceptable amount reflecting Seller’s proportionate share, based on its working interest, of the cost reasonably estimated to remediate a Condition affecting the Asset and adjust the Purchase Price in accordance with Section 2.4 (b)(viii), (ii) remove the affected Asset from this Agreement and adjust the Purchase Price by the Allocated Value for the affected Asset in accordance with Section 2.4 (b)(viii); (iii) remedy, or agree to remedy, the Condition as provided below in Section 13.3; (iv) indemnify the Purchaser for the Condition not to exceed the Allocated Value of the property; or (v) terminate this Agreement. (c) If Seller and Purchaser agree to an adjustment under subsection (b) (i), the adjustment will be the cost to remediate the Condition, but only to the level required by the Environmental Laws in effect at the Effective Time, not to exceed the Allocated Value of the property, but only to the extent that the total value of all Conditions exceeds one and one-half percent (1.5%) of the Preliminary Purchase Price.

Adverse Environmental Conditions. (a) Purchaser will have until 5:00 P.M., Denver time, on December 21, 2009 to notify Seller of any material adverse environmental condition of the Assets that Purchaser finds unacceptable and provide evidence of the condition to Seller. An environmental condition is a material adverse environmental condition (“Condition”) only if all the following criteria are met: (i) The environmental condition is required to be remediated at the Effective Time under the Environmental Laws in effect at the Effective Time. (ii) The total of the cost to remediate each environmental condition identified by Purchaser to levels required by the Environmental Laws in effect at the Effective Time is reasonably estimated to be more than one hundred thousand dollars ($100,000) (net to Seller’s interest). Environmental conditions may not be aggregated by type or category among more than one well or facility for purposes of meeting this de minimis threshold of $100,000. (iii) The environmental condition was not disclosed on Schedule G. (b) Seller will have until 5:00 P.M., Denver Time, on December 29, 2009 if it determines that a Condition may exist with respect to an Asset, to elect any of the following: (i) adjust the Allocated Value for an Asset by a mutually acceptable amount reflecting Seller’s proportionate share, based on its working interest, of the cost reasonably estimated to remediate a Condition affecting the Asset and adjust the Purchase Price in accordance with Section 2.4 (b)(viii), (ii) remove the affected Asset from this Agreement and adjust the Purchase Price by the Allocated Value for the affected Asset in accordance with Section 2.4 (b)(viii); (iii) indemnify the Purchaser for the Condition not to exceed the Allocated Value of the Asset; or (c) If Seller and Purchaser agree to an adjustment under subsection (b) (i), the adjustment will be the cost to remediate the Condition, but only to the level required by the Environmental Laws in effect at the Effective Time, not to exceed the Allocated Value of the Asset, but only to the extent that the total value of all Conditions exceeds one percent (1%) of the Preliminary Purchase Price. For avoidance of doubt, Seller and Purchaser agree that the foregoing threshold amount is a deductible.

Adverse Environmental Conditions. If a Defect is an Adverse Environmental Condition, then the Defect Value thereof shall be the costs and expenses reasonably necessary to remediate such Adverse Environmental Condition.

Adverse Environmental Conditions. Seller represents to Buyer that to the best of its knowledge there are no environmental conditions, as hereinafter defined, existing as of the date hereof which Seller has not disclosed to Buyer. Seller will advise Buyer of any Condition that Seller becomes aware of from the date hereof to the Closing Date. (a) Buyer shall have until the Defect Notice Date to notify Seller of any material adverse environmental condition of the Properties which Buyer deems unacceptable and provide evidence of the condition to Seller. An environmental condition is a material adverse environmental condition ("Condition") only if the following criteria are met: (i) The environmental condition would have been required to be remediated on the Effective Date under the Environmental Laws; and, (ii) The total cost to remediate all environmental conditions identified by Buyer affecting the Properties to the state required by the Environmental Laws is reasonably estimated to be at least $100,000.00.

Adverse Environmental Conditions. An “Adverse Environmental Condition” means any condition or circumstance of the Assets which is not in compliance with, or requires remediation under, applicable Environmental Law. “Environmental Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Authority pertaining to protection of the environment in effect as of the Effective Time and as interpreted by court decisions or administrative orders as of the Effective Time in the jurisdiction in which such Asset is located. Environmental Law does not include good or desirable operating practices or standards that may be employed or adopted by other oil or gas well operators or merely recommended, but not required, by a Governmental Authority.

Adverse Environmental Conditions. In the event of an Adverse Environmental Condition, Sellers shall have the option, exercisable in writing delivered to Buyer, to: (i) include the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition in this Agreement and not remediate such Adverse Environmental Condition, in which event (A) the Base Purchase Price shall be reduced by the Defect Value related to such Adverse Environmental Condition and (B) subject to Section 5.2(ii)(B), Sellers shall have no other or further obligation or liability in respect of such Adverse Environmental Condition; or (ii) exclude from this Agreement the Purchased Asset (or interest therein) affected by such Adverse Environmental Condition and all other Purchased Assets as may be reasonably necessary to effect the exclusion of the affected Purchased Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Purchased Asset, in which event the Base Purchase Price shall be reduced by the aggregate Allocated Values of all such excluded Purchased Assets. Each election under this Section 5.4(c) shall be made by Sellers no later than the Closing Date (either the originally scheduled Closing Date or the new Closing Date elected pursuant to Section 5.4(a)). Any failure by Sellers to validly make such election shall be deemed hereunder to be an election by Sellers of the option set forth in Section 5.4(c)(i) above.

Adverse Environmental Conditions. The Developer and the City acknowledge that they do not have actual knowledge of the location and extent of adverse environmental conditions on the City property and the DDA property beyond the presence of asphalt and related paving materials and the Phase II Environmental Site Assessment report for ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Development, dated June 27, 2008, from PM Environmental, Inc. The estimated development those conditions. The parties agree that the development cost for the Infrastructure Improvements shall include all expenses for management, removal, and remediation of any adverse environmental conditions on the City property and the DDA property. In the event the Developer encounters soils or substances that are or may be considered hazardous or contaminated on City or DDA property during the course of performing the Infrastructure Improvements work beyond the presence of asphalt and related paving materials and the soils parties shall promptly agree upon a plan of action and schedule for remedying the same and reimbursement of additional costs if they exceed the contingency amounts in ▇▇▇▇▇▇▇▇▇▇ Plan #23.

Adverse Environmental Conditions. The Developer and the City acknowledge that they do not have actual knowledge of the location and extent of adverse environmental conditions on the City property and the DDA property beyond the presence of asphalt and related paving materials and the Phase II Environmental Site Assessment report for ▇▇▇ ▇▇▇▇▇ ▇▇▇▇,

Adverse Environmental Conditions. The Developer and the HCLBA acknowledge that they do not have actual knowledge of the location and extent of adverse environmental conditions on the HCLBA property beyond what was found in a ▇▇▇▇▇▇▇▇▇▇ Site Assessment performed by the Michigan Department of Environment, Great Lakes and Energy in [Year]. Said report is attached as Exhibit D. Developer shall assume responsibility for any further investigations he deems necessary and all due care responsibilities that may be applicable.