Contested Environmental Defects Sample Clauses
The "Contested Environmental Defects" clause defines how parties address disagreements regarding the existence or severity of environmental issues affecting a property. Typically, this clause outlines procedures for resolving disputes, such as requiring independent environmental assessments or appointing a neutral expert to evaluate the alleged defect. Its core function is to provide a clear, fair process for resolving conflicts over environmental conditions, thereby minimizing delays and uncertainty in transactions involving potentially contaminated or non-compliant properties.
Contested Environmental Defects. With respect to any Environmental Defect timely asserted by an Environmental Defect Notice not waived in writing by Buyer or Remediated before Closing, if Seller contests in good faith the existence of such Environmental Defect or Buyer’s good faith estimate of the Environmental Defect Value, then Seller shall so notify Buyer in writing no later than the earlier of (a) 10 Business Days after Buyer’s delivery to Seller of such Environmental Defect Notice or (b) September 20, 2013 (an “Environmental Defect Rejection Notice”), which Environmental Defect Rejection Notice shall state with reasonable specificity the basis of Seller’s rejection of the Environmental Defect or of Buyer’s good faith estimate of the Environmental Defect Value. For any Environmental Defect asserted by Buyer in an Environmental Title Defect Notice by the Defect Notice Time, if Seller fails to timely deliver an Environmental Defect Rejection Notice, then Seller shall be deemed to have accepted the validity of such Environmental Defect and such Environmental Defect Value, and (subject to Sections 8.4 and 8.6) the Purchase Price shall be reduced by an amount equal to such Environmental Defect Value unless such Environmental Defect is Remediated before Closing, as provided in Section 8.3. If Seller timely delivers an Environmental Defect Rejection Notice with respect to any Environmental Defect, then representatives of the Parties, knowledgeable in environmental matters, shall promptly (but in any event no later than five Business Days after delivery of the Environmental Defect Rejection Notice) meet and attempt to agree on whether such alleged Environmental Defect exists and, if so, the Environmental Defect Value applicable thereto. 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.
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or the Environmental Defect Value, Seller shall notify Buyer in writing on or before seven (7) days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the Environmental Defect Value. Within three business days of receipt of the Rejection Notice, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and, either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Environmental Defect Value. If the Parties cannot agree on either options (i) or (ii) in the preceding sentence, the Environmental Defect and/or the Environmental Defect Value subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 14.7. If Seller fails to timely deliver a Rejection Notice, Seller shall be deemed to have accepted the validity of the Environmental Defect and Buyer’s estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or Buyer's good-faith estimate of costs of remediation of an Environmental Defect ("Environmental Defect Value"), the contesting party shall notify the other party in writing on or before two business days prior to Closing ("Rejection Notice"). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the good-faith estimate of the Environmental Defect Value. Within five business days of receipt of the Rejection Notice, representatives of the parties, knowledgeable in environmental matters, shall meet and, within ten business days after receipt of such Rejection Notice, either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Environmental Defect Value, in which case the party receiving the notice shall proceed to remediate the Environmental Defect as provided herein, or reduce the value of the particular Oil and Gas Interest, as the case may be. If the parties cannot agree on either options (i) or (ii) in the preceding sentence, the Environmental Defect or the Environmental Defect Value subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 11.06. If a party fails to timely deliver a Rejection Notice, that party shall be deemed to have accepted the validity of the Environmental Defect and the other party's good-faith estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this section.
Contested Environmental Defects. If, pursuant to Section 5.6(a)(3), Seller elects to proceed under this Section 5.7 with respect to an Environmental Defect, the following matters shall be determined pursuant to this Section 5.7: (a) the existence and scope of an Environmental Defect, and (b)
Contested Environmental Defects. If American contests the existence of an Environmental Defect or the Remediation Costs, American shall notify Enerplus in writing on or before ten days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the Remediation Costs. Within 5 days of receipt of the Rejection Notice, representatives of Enerplus and American knowledgeable in environmental matters, shall meet and either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Remediation Costs. If the Parties cannot agree on either option (i) or (ii) in the preceding sentence, the Environmental Defect and/or the Remediation Costs subject to the Rejection Notice shall be resolved as provided in Section 14.8, below. If American fails timely to deliver a Rejection Notice, American shall be deemed to have accepted the validity of the Environmental Defect and Enerplus’s estimate of the Remediation Costs, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. If, pursuant to Section 5.5(a)(2), Laramie or Delta, as applicable, elects to proceed under this Section 5.6 with respect to an Environmental Defect, the following matters shall be determined pursuant to this Section 5.6: (a) the existence and scope of an Environmental Defect, (b) the Environmental Defect Value and (c) the adequacy of Laramie or Delta, as applicable, Remediation of any Environmental Defect. The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding items (a), (b) or (c) within fifteen (15) days after the Defect Notice Date or the Closing, as applicable, the disputed matters will be finally determined by binding arbitration in accordance with the procedures set forth in Section 17.17. Upon receipt of the arbitrator’s decision, the Environmental Defect Properties shall be conveyed and the unpaid portion of the Delta Payment or Laramie Payment, as applicable, shall be paid as provided in such decision.
Contested Environmental Defects. If Seller contests the existence of an Environmental Defect or the Environmental Defect Value, Seller shall notify Buyer in writing on or before three (3) days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state reasonable factual substantiation of the rejection of the Environmental Defect or the Environmental Defect Value. Within one (1) day of receipt of the Rejection Notice, representatives of Buyer and Seller knowledgeable in environmental matters shall meet and in good faith agree on the validity of such Environmental Defect and the Environmental Defect Value. If Seller fails to timely deliver a Rejection Notice, Seller shall be deemed to have accepted the validity of the Environmental Defect and Buyer’s estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.
Contested Environmental Defects. The Parties shall attempt to initially resolve through good faith negotiations all disputes regarding the following matters: (a) the existence and scope of an Environmental Defect, (b) the Environmental Defect Value, and (c) the adequacy of Seller's Remediation and Buyer's reasonable satisfaction thereof (the "Environmental Disputed Matters"). If the Parties cannot resolve any Environmental Disputed Matter on or before Closing, the Environmental Defect Property pertaining to such Environmental Disputed Matter will be retained by Seller at Closing, the Purchase Price will be adjusted downward, subject to the Individual Environmental Threshold, by the Allocated Value of such Environmental Defect Property, and such Environmental Disputed Matter will be finally determined by binding arbitration pursuant to Section 15.15.
Contested Environmental Defects. If Seller contests the existence of any Environmental Defect or Buyer’s estimate of the Loss associated with such Environmental Defect, Seller shall notify Buyer within five (5) Business Days after Seller’s receipt of the Environmental Defect Notice. The notice shall state the basis for Seller’s contest of the Environmental Defect or the estimate of the Cleanup cost. Within two (2) Business Days after Buyer’s receipt of the notice, representatives of Seller and Buyer, knowledgeable in environmental matters, shall meet in person or otherwise, and, prior to Closing, either:
(i) agree to reject the Environmental Defect, in which case Buyer shall waive the Environmental Defect, or
(ii) agree on the validity of the Environmental Defect and the estimated Loss, in which case Seller shall have the options described in Section 8.2.1 (except the right to contest) and Section 8.2.2 (
Contested Environmental Defects. If BBC contests the existence of an Environmental Defect or the Environmental Defect Value, BBC shall notify SCE in writing on or before five days after receipt of the Environmental Defect Notice (“Rejection Notice”). The Rejection Notice shall state with reasonable specificity the basis of the rejection of the Environmental Defect or the Environmental Defect Value. Within 5 business days of receipt of the Rejection Notice, representatives of SCE and BBC knowledgeable in environmental matters shall meet and, either (i) mutually agree to reject the particular Environmental Defect or (ii) agree on the validity of such Environmental Defect and the Environmental Defect Value. If the Parties cannot agree on either options (i) or (ii) in the preceding sentence, the Environmental Defect and/or the Environmental Defect Value subject to the Rejection Notice shall be resolved in accordance with the arbitration procedures set forth in Section 14.6. If BBC fails to timely deliver a Rejection Notice, BBC shall be deemed to have accepted the validity of the Environmental Defect and SCE’s estimate of the Environmental Defect Value, and shall be deemed to have waived its own option to contest the Environmental Defect pursuant to this Section.