Notice of Adverse Environmental Conditions Sample Clauses

Notice of Adverse Environmental Conditions. Prior to the Environmental Deadline Date, ASSIGNEE will review the inspection results for the Property and determine, based on those results and such other information as may be available to ASSIGNEE if any Adverse Environmental Conditions exist with respect to the Property. No later than the Environmental Deadline Date, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE’s possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The “Environmental Defect Value” attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims net to ASSIGNOR’s interest (ASSIGNEE’s interest post-Closing) in the allegedly affected portion of the Property associated with the existence, remediation or correction of the Adverse Environmental Condition, as reasonably determined and estimated by the Inspector on a current cost basis. “Adverse Environmental Condition” means and includes, with respect to any portion of the Property (a) the failure of the Property to be in compliance with applicable Environmental Laws, or any contract or agreement relating to the environmental condition of the Property (except to the extent such noncompliance with an agreement or contract was previously waived by the other party or is barred by the statute of limitations to assert a claim for noncompliance) (b) the Property being subject to any agreements, consent orders, decrees, or judgments, in existence at such time based on any Environmental Laws that negatively impact the future use of any material portion of the Property, or that require any change in the present conditions of any of the Property, (c) the Property being subject to any uncured notices of violations of or noncompliance with any applicable Environmental Laws, or (d) a condition that exists with respect to the air, land, soil, surface, subsurface, strata, surface water, groundwater, or sediments which, if brought to the attention of the applicable governmental authorities with jurisdiction, would cause the Property to be subject to remedial action
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Notice of Adverse Environmental Conditions. No later than ten Business Days prior to the Closing Date, Buyer shall notify Sellers in writing of any Adverse Environmental Condition with respect to the Properties. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto, as such term is hereafter defined. Buyer shall not send such a notice to Sellers: (a) except with respect to any Adverse Environmental Conditions having an Environmental Defect Value that exceeds $50,000 (the “Environmental Defect Threshold”); and (b) unless Buyer has identified Adverse Environmental Conditions having Environmental Defect Values, in the aggregate, in excess of 1% of the Adjusted Purchase Price (the “Environmental Defect Deductible”). The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount (net to the applicable Seller’s interest) of all reasonable costs and claims associated with the existence, Remediation, as hereafter defined, or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. With the exception of those matters described in Annex II below, Buyer also shall be deemed to have conclusively waived any remedies under this Annex II for all Adverse Environmental Conditions not disclosed to Sellers before ten Business Days prior to the Closing Date. Buyer waives any remedy under this Annex II against Sellers for Adverse Environmental Conditions that do not exceed the Environmental Defect Deductible. Any Adverse Environmental Condition waived shall be deemed to be a Permitted Encumbrance. Nothing contained in this Annex shall be construed to limit the indemnities of Sellers contained in Section 15.3 of the Agreement to which this Annex is attached.
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Notice of Adverse Environmental Conditions. Prior to Closing, Buyer may review the Inspection Results for the Property and determine, based on the Inspection Results or any other information as may be available to Buyer, if any Adverse Environmental Conditions exist with respect to the Property. Buyer shall have the option, in its sole discretion, to notify Seller in writing of any Adverse Environmental Condition it discovers with respect to the Property on or before December 20, 2016 (the “Environmental Claim Date”). To be effective, such notice must be in writing and must include: (a) a reasonably detailed description of the alleged Adverse Environmental Condition; (b) the Property affected; (c) the Allocated Value of the Property subject to the alleged Adverse Environmental Condition; (d) data and information in Buyer’s and/or the Inspector’s possession reasonably necessary for Seller to substantiate and verify the existence of the alleged Adverse Environmental Condition, including, without limitation, a copy of the Inspection Results, limited to that portion of the Property subject to the Adverse Environmental Condition; and (e) the estimated Environmental Defect Value attributable thereto. The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated cost of any remediation or other corrective action reasonably designed to meet the least restrictive standard or remedy that fully complies with applicable Environmental Laws (including where applicable, engineering or institutional controls or any less stringent standards or remedies resulting from site-specific risk assessments)
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Notice of Adverse Environmental Conditions. Prior to Closing, ASSIGNEE will review the inspection results for the Property and determine, based on those results and such other information as may be available to ASSIGNEE if any Adverse Environmental Conditions exist with respect to the Property. No later than February 26, 2004, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE's and the Inspector's possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The "Environmental Defect Value" attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims net to ASSIGNOR's interest in the allegedly affected portion of the Property associated with the existence, remediation or correction of the Adverse Environmental Condition (not to exceed the Allocated Value of the allegedly affected portion of the Property), as reasonably determined and estimated by the Inspector on a current cost basis. "Adverse Environmental Condition" means and includes, with respect to any portion of the Property (i) the failure of the Property to be in compliance with applicable Environmental
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Notice of Adverse Environmental Conditions. Prior to Closing, ASSIGNEE will review the inspection results for the Property and determine based on those results if any Adverse Environmental Conditions exist with respect to the Property. No later than twenty (20) business days before Closing, ASSIGNEE will notify ASSIGNOR in writing of any Adverse Environmental Condition with respect to the Property. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in ASSIGNEE's and the Inspector's possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. The "Environmental Defect Value" attributable to any Adverse Environmental Condition will be the estimated amount of all reasonable costs and Claims, net to ASSIGNOR's interest in the property, associated with the existence, remediation or correction of the Adverse Environmental Condition, as reasonably determined and estimated by the Inspector. The term "Adverse Environmental Condition" means and includes, with respect to any portion of the Property, (i) the failure of the Property to be in compliance with applicable Environmental Laws, (ii) the Property being subject to any agreements, consent orders, decrees, or judgments, in existence at this time based on any Environmental Laws that negatively impact the future use of any portion of the Property, or that require any change in the present conditions of any of the Property, or (iii) the Property being subject to any uncured notices of violations of or noncompliance with any applicable Environmental Laws; provided, however, that no matter shall be deemed to be or constitute an Adverse Environmental Condition unless the Environmental Defect Value attributable thereto exceeds $50,000, net to ASSIGNOR's interest in the Property. The term "Environmental Laws" means all laws, regulations, rules, codes, permits and orders relating to pollution or protection of the public health and the environment
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Notice of Adverse Environmental Conditions. If, prior to Closing, Purchaser determines that any adverse environmental conditions exist with respect to the Properties, then Purchaser will notify Seller in writing of any such adverse environmental conditions. An adverse environmental condition shall not include a well site which is in need of plugging, the removal of equipment, filling in of pits, restoration of the surface and other nonhazardous clean up in the ordinary course of operations following the completion or abandonment of a well. The cost of an adverse environmental condition for purposes of this subsection 11.2 will be all costs and claims associated with the existence, remediation or correction of the adverse environmental condition.
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Notice of Adverse Environmental Conditions. No later than the day before Closing at 5:00 p.m. CDT, Buyer shall notify Seller in writing of any Adverse Environmental Condition with respect to the Assets. Such notice shall describe in reasonable detail the Adverse Environmental Condition and include the estimated Environmental Defect Value attributable thereto. Buyer shall not send such a notice to Seller unless the aggregate Environmental Defect Values exceed $750,000.00. The “Environmental Defect Value” attributable to any Adverse Environmental Condition shall be the estimated amount of all reasonable costs and claims associated with the existence, remediation or correction of the Adverse Environmental Conditions, as reasonably determined and estimated by Buyer. The term “Adverse Environmental Condition” means (i) the failure of the Assets to be in material compliance with all applicable Environmental Laws; (ii) the Assets being subject to any agreements, consent orders, decrees or judgments currently in existence based on any Environmental Laws that negatively and materially impact the future use of any portion of the Assets or that require any material change in the present conditions of any of the Assets or; (iii) the Assets being subject to any uncured notices of violations of or material non-compliance with any applicable Environmental Laws. Environmental Laws is defined in Section 4.1(B).
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Notice of Adverse Environmental Conditions. Prior to the Defect Notice Deadline, Buyer shall notify Seller in writing of any Adverse Environmental Conditions identified by Buyer with respect to the Assets. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in Buyer’s possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. Any matters that may otherwise constitute Adverse Environmental Conditions, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes under this Agreement. Buyer shall disclose any such Adverse Environmental Condition only to Seller and shall maintain the existence of such Adverse Environmental Condition in confidence, unless it is required to report same to any applicable agency or authority in accordance with an applicable Environmental Law.
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Notice of Adverse Environmental Conditions 
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Related to Notice of Adverse Environmental Conditions

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of Recognized Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated, abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent, was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action or investigation is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Xxxxx’x, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition at the related Mortgaged Property.

  • Environmental Condition Except as set forth on Schedule 5.12 to the Information Certificate, (a) to each Loan Party’s knowledge, no properties or assets of any Loan Party or any of its Subsidiaries have ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to each Loan Party’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets have ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

  • Notice of Environmental Defects If Buyer discovers any alleged Environmental Defect affecting the Assets, Buyer shall promptly notify Seller of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (a) be in writing, (b) be received by Seller prior to the expiration of the Examination Period, (c) describe the Environmental Defect in reasonable detail, including (i) the written conclusion of Buyer that an Environmental Defect exists, and (ii) a citation of the Environmental Laws alleged to be violated and a summary of the related facts that substantiate such violation, (d) identify the specific Assets affected by such Environmental Defect, (e) the procedures recommended to correct the Environmental Defect and (f) Buyer’s reasonable good faith estimate of the Environmental Defect Value, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected Section 7.4(c) as the remedy therefor. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, 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 of Buyer at Closing. Upon receipt of a timely Environmental Defect Notice, upon request by Seller, Buyer shall promptly deliver to Seller copies of all data, records, reports, opinions and other information in Buyer’s possession or control bearing upon or relating to the alleged Environmental Defect and its determination of the Environmental Defect Value, including, without limitation, site plans showing the location of sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, chain of custody documentation and laboratory reports.

  • Materials of Environmental Concern “Materials of Environmental Concern” include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.

  • Compliance with Environmental Laws; Environmental Reports (a) Comply, and cause all lessees and other persons occupying Real Property owned, operated or leased by any Company to comply, in all material respects with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance with, Environmental Laws; provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

  • Notice of Environmental Matters Promptly, but in any event within five (5) Business Days from the date Lessee has actual knowledge thereof, Lessee shall provide to Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Law or any Release on or in connection with any Property or Properties. All such notices shall describe in reasonable detail the nature of the claim, action or proceeding and Lessee's proposed response thereto. In addition, Lessee shall provide to Lessor, within five (5) Business Days of receipt, copies of all material written communications with any Governmental Authority relating to any Environmental Law in connection with any Property. Lessee shall also promptly provide such detailed reports of any such material environmental claims as may reasonably be requested by Lessor.

  • Notice of Suits, Adverse Events Furnish Agent with prompt notice of (i) any lapse or other termination of any Consent issued to any Borrower by any Governmental Body or any other Person that is material to the operation of any Borrower's business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by any Borrower with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to any Borrower.

  • O.S.H.A. and Environmental Compliance (a) Each Borrower has duly complied with, and its facilities, business, assets, property, leaseholds, Real Property and Equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; there have been no outstanding citations, notices or orders of non-compliance issued to any Borrower or relating to its business, assets, property, leaseholds or Equipment under any such laws, rules or regulations.

  • Environmental Matters; Environmental Reviews (a) Each Restricted Person will comply in all material respects with all Environmental Laws now or hereafter applicable to such Restricted Person as well as all contractual obligations and agreements with respect to environmental remediation or other environmental matters and shall obtain, at or prior to the time required by applicable Environmental Laws, all environmental, health and safety permits, licenses and other authorizations necessary for its operations and will maintain such authorizations in full force and effect.

  • Compliance with Environmental Requirements; No Hazardous Materials Except in each case as set forth on Schedule 3.18:

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