(AND SHALL CAUSE PURCHASER'S
ENVIRONMENTAL CONSULTANT, IF APPLICABLE, TO) TREAT CONFIDENTIALLY ANY MATTERS
REVEALED BY PURCHASER'S ENVIRONMENTAL REVIEW AND ANY REPORTS OR DATA GENERATED
FROM SUCH REVIEW (THE "ENVIRONMENTAL INFORMATION"), AND PURCHASER SHALL NOT (AND
SHALL CAUSE PURCHASER'S ENVIRONMENTAL CONSULTANT, IF APPLICABLE, TO NOT)
DISCLOSE ANY ENVIRONMENTAL INFORMATION TO ANY GOVERNMENTAL ENTITY OR OTHER THIRD
PARTY (OTHER THAN TO ANY OF PURCHASER'S SHAREHOLDERS, EMPLOYEES, LENDERS OR
REPRESENTATIVES THAT AGREE TO TREAT SUCH INFORMATION CONFIDENTIALLY IN
ACCORDANCE HEREWITH) WITHOUT THE PRIOR WRITTEN CONSENT OF NOBLE, EXCEPT TO THE
EXTENT REQUIRED BY APPLICABLE LAW.
PRIOR TO THE CLOSING, UNLESS OTHERWISE
REQUIRED BY APPLICABLE LAW, PURCHASER MAY USE THE ENVIRONMENTAL INFORMATION ONLY
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IF
PURCHASER, PURCHASER'S ENVIRONMENTAL CONSULTANT, IF APPLICABLE, OR ANY THIRD
PARTY TO WHOM PURCHASER HAS PROVIDED ANY ENVIRONMENTAL INFORMATION IN ACCORDANCE
WITH THIS SECTION 3.2(B) BECOMES LEGALLY COMPELLED TO DISCLOSE ANY OF THE
ENVIRONMENTAL INFORMATION, PURCHASER SHALL PROVIDE NOBLE WITH PROMPT WRITTEN
NOTICE AND NOBLE MAY FILE A PROTECTIVE ORDER, OR SEEK ANY OTHER REMEDY, AS IT
DEEMS APPROPRIATE UNDER THE CIRCUMSTANCES.
IF THIS AGREEMENT IS TERMINATED
PRIOR TO THE CLOSING, PURCHASER SHALL DELIVER THE ENVIRONMENTAL INFORMATION TO
NOBLE, WHICH ENVIRONMENTAL INFORMATION SHALL BECOME THE SOLE PROPERTY OF NOBLE.
AT ANY TIME UPON NOBLE'S WRITTEN REQUEST TO PURCHASER, PURCHASER SHALL PROVIDE
COPIES OF ANY REPORT OF PURCHASER'S ENVIRONMENTAL CONSULTANT TO NOBLE WITHOUT
CHARGE.
(C)
IF PURCHASER OR PURCHASER'S ENVIRONMENTAL
CONSULTANT, IF APPLICABLE, DISCOVERS ANY ENVIRONMENTAL DEFECT PRIOR TO THE
EXPIRATION OF THE EXAMINATION PERIOD, PURCHASER SHALL NOTIFY NOBLE PRIOR TO THE
EXPIRATION OF THE EXAMINATION PERIOD OF SUCH ALLEGED ENVIRONMENTAL DEFECT.
TO
BE EFFECTIVE, SUCH NOTICE (AN "ENVIRONMENTAL DEFECT NOTICE") MUST
10
(I) BE IN WRITING; (II) BE RECEIVED BY NOBLE PRIOR TO THE EXPIRATION OF THE
EXAMINATION PERIOD; (III) DESCRIBE THE ENVIRONMENTAL DEFECT IN REASONABLE
DETAIL, INCLUDING (A) THE SPECIFIC ASSET AFFECTED BY OR ASSOCIATED WITH SUCH
ENVIRONMENTAL DEFECT, (B) IF APPLICABLE, A SITE PLAN SHOWING THE LOCATION OF ALL
SAMPLING EVENTS, BORING LOGS AND OTHER FIELD NOTES DESCRIBING THE SAMPLING
METHODS UTILIZED AND THE FIELD CONDITIONS OBSERVED, (C) THE WRITTEN CONCLUSION
OF PURCHASER'S ENVIRONMENTAL CONSULTANT, IF APPLICABLE, THAT AN ENVIRONMENTAL
DEFECT IS BELIEVED TO EXIST, WHICH CONCLUSION SHALL BE REASONABLY SUBSTANTIATED
BY THE FACTUAL DATA GATHERED DURING PURCHASER'S ENVIRONMENTAL REVIEW, AND (D) IF
FEASIBLE AND APPLICABLE, A SEPARATE, REASONABLY SPECIFIC CITATION OF THE
PROVISIONS OF THE ENVIRONMENTAL LAWS ALLEGED TO BE VIOLATED AND THE RELATED
FACTS THAT SUBSTANTIATE SUCH VIOLATION; (IV) DESCRIBE THE PROCEDURES RECOMMENDED
TO CORRECT, ELIMINATE OR PAY THE ENVIRONMENTAL DEFECT, TOGETHER WITH ANY RELATED
RECOMMENDATIONS FROM PURCHASER'S ENVIRONMENTAL CONSULTANT, IF APPLICABLE; AND
(V) SET FORTH PURCHASER'S GOOD FAITH ESTIMATE OF THE ENVIRONMENTAL DEFECT VALUE,
INCLUDING THE BASIS FOR SUCH ESTIMATE.
SUBJECT TO NOBLE'S REPRESENTATIONS AND
INDEMNITY OBLIGATIONS HEREIN, ANY MATTERS THAT MAY OTHERWISE CONSTITUTE
ENVIRONMENTAL DEFECTS, BUT OF WHICH NOBLE HAS NOT BEEN SPECIFICALLY NOTIFIED BY
PURCHASER IN ACCORDANCE WITH THE FOREGOING, TOGETHER WITH ANY ENVIRONMENTAL
MATTER THAT DOES NOT CONSTITUTE AN ENVIRONMENTAL DEFECT, SHALL BE