Common use of Environmental Thresholds Clause in Contracts

Environmental Thresholds. Seller shall have no obligation under Section 5.5 and there shall be no indemnification by Seller of Buyer under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c unless Seller's share of a proposed indemnity amount or reduction to the Purchase Price as to any single incident exceeds Twenty Thousand Dollars ($20,000) (the "Single Environmental Incident Threshold Amount"). For the purposes of application of the foregoing threshold, "single incident" shall be applicable on a well by well or property by property basis. In addition, if Seller's share of the proposed indemnity amount under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c as to any single incident exceeds Twenty Thousand Dollars ($20,000), there shall be no indemnification by Seller of Buyer under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c until such time as the total of these excess amounts (over $20,000) exceeds five percent (5%) of the Purchase Price (the "Environmental Threshold Amount"). If the Environmental Threshold Amount is exceeded, the Purchase Price reduction shall include the Single Environmental Incident Threshold Amount for those Environmental Defects that exceed such threshold and are conveyed to Buyer under Section 5.5.b and shall include the Allocated Value of those Assets with an Allocated Value in excess of Twenty Thousand Dollars ($20,000) that are retained by Seller under Section 5.5.c. The total of the Purchase Price reductions under Sections 5.5.b and 5.5.c is the "Environmental Purchase Price Adjustment").

Appears in 1 contract

Sources: Purchase and Sale Agreement (Berry Petroleum Co)

Environmental Thresholds. Seller shall have no obligation under Section 5.5 and there shall be no indemnification by Seller of Buyer under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c unless Seller's ’s share of a proposed indemnity amount or reduction to the Purchase Price as to any single incident exceeds Twenty Thousand Dollars ($20,000) *** (the "Single Environmental Incident Threshold Amount"). For the purposes of application of the foregoing threshold, "single incident" shall be applicable on a well by well or property by property basis. In addition, if Seller's ’s share of the proposed indemnity amount under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c as to any single incident exceeds Twenty Thousand Dollars ($20,000)***, there shall be no indemnification by Seller of Buyer under Section 5.5.a or reduction to the Purchase Price under Sections 5.5.b or 5.5.c until such time as the total of these excess amounts (over $20,000) exceeds five percent (5%) *** of the Purchase Price (the "Environmental Threshold Amount"). If the Environmental Threshold Amount is exceeded, the Purchase Price reduction shall include the Single Environmental Incident Threshold Amount for those Environmental Defects that exceed such threshold and are conveyed to Buyer under Section 5.5.b and shall include the Allocated Value of those Assets with an Allocated Value in excess of Twenty Thousand Dollars ($20,000) *** that are retained by Seller under Section 5.5.c. The total of the Purchase Price reductions under Sections 5.5.b and 5.5.c is the "Environmental Purchase Price Adjustment").

Appears in 1 contract

Sources: Purchase and Sale Agreement (Berry Petroleum Co)