Common use of Adverse Environmental Conditions Clause in Contracts

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. In the event of an Adverse Environmental Condition, Sellers Seller 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 Seller shall have no other or further obligation or liability in respect of such Adverse Environmental Condition; or (ii) upon obtaining Buyer’s written consent, 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 Seller 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 Seller to validly make such election shall be deemed hereunder to be an election by Sellers Seller of the option set forth in Section 5.4(c)(i) above.

Adverse Environmental Conditions. In the event of an Adverse Environmental Condition, Sellers Seller 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 Seller shall have no other or further obligation or liability in respect of such Adverse Environmental Condition; or (ii) with the consent of Buyer, 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 Seller 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 Seller to validly make such election (or failure by Buyer to consent to an election by Seller under Section 5.4(c)(ii)) shall be deemed hereunder to be an election by Sellers Seller of the option set forth in Section 5.4(c)(i) above.