PRESENT A WRITTEN STATEMENT OF ITS POSITION ON THE
ADVERSE ENVIRONMENTAL CONDITION AND/OR THE ENVIRONMENTAL DEFECT VALUE IN
QUESTION TO THE ENVIRONMENTAL CONSULTANT WITHIN FIVE (5) BUSINESS DAYS AFTER THE
ENVIRONMENTAL CONSULTANT IS SELECTED, AND THE ENVIRONMENTAL CONSULTANT SHALL
MAKE A DETERMINATION OF ALL POINTS OF DISAGREEMENT IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF
SUCH POSITION STATEMENTS.
IF NECESSARY, THE CLOSING DATE SHALL BE DEFERRED
UNTIL THE ENVIRONMENTAL CONSULTANT HAS MADE A DETERMINATION OF THE DISPUTED
ISSUES WITH RESPECT THERETO; PROVIDED, HOWEVER, THAT, UNLESS SELLER AND BUYER
MUTUALLY AGREE TO THE CONTRARY, THE CLOSING DATE SHALL NOT BE DEFERRED IN ANY
EVENT FOR MORE THAN THIRTY (30) DAYS BEYOND THE SCHEDULED CLOSING DATE IN
SECTION 3.1.
ONCE THE ENVIRONMENTAL CONSULTANT'S DETERMINATION HAS BEEN
EXPRESSED TO BOTH PARTIES, IF APPLICABLE, SELLER SHALL HAVE FIVE (5) BUSINESS
DAYS IN WHICH TO ADVISE BUYER IN WRITING WHICH OF THE OPTIONS AVAILABLE TO
SELLER UNDER SECTION 6.4(A) SELLER ELECTS REGARDING EACH OF THE OIL AND GAS
PROPERTIES AS TO WHICH THE ENVIRONMENTAL CONSULTANT HAS MADE A DETERMINATION.
20
6.5
REMEDIATION BY SELLER.
IF SELLER ELECTS TO
REMEDIATE AN ADVERSE ENVIRONMENTAL CONDITION OR IS REQUIRED BY A GOVERNMENTAL OR
REGULATORY AGENCY TO REMEDIATE AN ADVERSE ENVIRONMENTAL CONDITION, THE FOLLOWING
WILL GOVERN THE REMEDIATION:
(A)
SELLER SHALL BE RESPONSIBLE FOR ALL NEGOTIATIONS
AND CONTACTS WITH FEDERAL, STATE, AND LOCAL AGENCIES AND AUTHORITIES.
BUYER MAY
NOT MAKE ANY INDEPENDENT CONTACTS WITH ANY AGENCY, AUTHORITY, OR OTHER THIRD
PARTY WITH RESPECT TO THE ADVERSE ENVIRONMENTAL CONDITION OR REMEDIATION AND
SHALL KEEP ALL INFORMATION REGARDING THE ADVERSE ENVIRONMENTAL CONDITION AND
REMEDIATION CONFIDENTIAL, EXCEPT IN EACH INSTANCE TO THE EXTENT REQUIRED BY
APPLICABLE LAW.
(B)
SELLER SHALL REMEDIATE THE ADVERSE
ENVIRONMENTAL CONDITION TO THE LEVEL AGREED UPON BY SELLER AND BUYER (OR FAILING
SUCH AGREEMENT TO THE LEVEL DETERMINED BY THE ENVIRONMENTAL CONSULTANT), BUT IN
NO EVENT SHALL SELLER BE REQUIRED TO REMEDIATE THE ADVERSE ENVIRONMENTAL
CONDITION BEYOND THE LEVEL REQUIRED BY THE APPLICABLE ENVIRONMENTAL LAWS, LEASE
OR AGREEMENT IN EFFECT AT THE EFFECTIVE TIME.
(C)
BUYER SHALL GRANT AND WARRANT ACCESS AND ENTRY
TO THE OIL AND GAS PROPERTIES AFTER CLOSING TO SELLER AND THIRD PARTIES
CONDUCTING ASSESSMENTS OR REMEDIATION, TO THE EXTENT AND AS LONG AS NECESSARY TO
CONDUCT AND COMPLETE THE ASSESSMENT OR REMEDIATION WORK, TO REMOVE EQUIPMENT AND
FACILITIES, AND TO PERFORM ANY OTHER ACTIVITIES REASONABLY NECESSARY IN
CONNECTION WITH ASSESSMENT OR REMEDIATION.
(D)
BUYER SHALL FACILITATE SELLER'S INGRESS AND
EGRESS OR ASSESSMENT OR REMEDIATION ACTIVITIES AFTER THE CLOSING.
SELLER SHALL
MAKE REASONABLE EFFORTS TO PERFORM THE WORK SO AS TO MINIMIZE DISRUPTION TO
BUYER'S AND THE COMPANY'S BUSINESS ACTIVITIES.
(E)
SELLER SHALL CONTINUE REMEDIATION OF THE
ADVERSE ENVIRONMENTAL CONDITION UNTIL THE FIRST OF THE FOLLOWING OCCURS:
(I)
THE APPROPRIATE GOVERNMENTAL AUTHORITIES PROVIDE NOTICE TO
SELLER OR BUYER THAT NO FURTHER REMEDIATION OF THE ADVERSE ENVIRONMENTAL
CONDITION IS REQUIRED; OR
(II)
THE ADVERSE ENVIRONMENTAL CONDITION HAS BEEN REMEDIATED TO
THE LEVEL REQUIRED BY THE