Environmental Defect definition

Environmental Defect means, with respect to any given Asset, a material violation of Environmental Laws in effect as of the Effective Time in the jurisdiction in which such Asset is located.

Environmental Defect means any event, condition, or circumstance, including any Release into the environment of Hazardous Materials, relating to any of the Company Assets that (i) constitutes a violation of or non-compliance with any Environmental Law or (ii) would reasonably be expected to require Remediation presently under Environmental Laws; provided, however, that any claims or Proceedings related to climate change or coastal erosion shall not constitute an “Environmental Defect” unless the applicable Company is a named party thereto.

Environmental Defect means a Condition in, on, under or relating to a particular Asset (including air, land, soil, surface and subsurface strata, surface water, groundwater, or sediments), but excluding any Plugging and Abandonment Obligations (which shall not constitute an Environmental Defect).

Examples of Environmental Defect in a sentence

If the Environmental Defect Value or the cost to cure an Environmental Defect is determined to be greater than the Allocated Value of the affected portion of the Assets, Seller shall retain the affected portion of the Assets, and the Purchase Price shall be reduced by the Allocated Value attributable to such portion of the Assets.
If no Environmental Defect is determined to exist, Buyer shall pay the Allocated Value attributable to the affected portion of the Assets to Seller, and Seller shall convey the previously retained portion of the Assets to Buyer.
Buyer’s calculation of the Remediation Amount included in the Environmental Defect Notice must describe in reasonable detail the Remediation proposed for the Environmental Condition that gives rise to the asserted Environmental Defect and identify all assumptions used by Buyer in calculating the Remediation Amount, including the standards that Buyer asserts must be met to comply with Environmental Laws.
The consequence of (i) shall be that Buyer will pay to Seller an amount equal to the Allocated Value for the affected Assets minus the Environmental Defect Value and the affected portion of the Assets previously retained by Seller shall be conveyed to Buyer.
Any matters that may otherwise have constituted Environmental Defects, but that are not so described in a timely Environmental Defect Notice complying with this Section 5.03, 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.

More Definitions of Environmental Defect

Environmental Defect shall have the meaning given that term in Section 5.02.

Environmental Defect as defined in Section 5.02(b).

Environmental Defect means an Environmental Condition with respect to an Asset that is not set forth in Schedule 3.12.

Environmental Defect means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer's Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions (i) deemed not to be Environmental Defects by application of Section 5.04(c), or (ii) relating to asbestos or NORM as described in Section 5.07.

Environmental Defect means an Asset has been cited by Governmental Authority for a violation of an Environment Law (defined below), or Buyer has discovered a condition on or affecting an Asset which violates an Environment Law, Lease, Contract or other agreement, unless such violation has been cured to Buyer’s reasonable satisfaction or has been waived by Buyer.

Environmental Defect has the meaning set forth in Section 3.17.

Environmental Defect has the meaning set forth in Section 8.1.

Filter & Search

Related Definitions