Alleged Title Defects Clause Samples
The "Alleged Title Defects" clause defines the process for addressing claims or concerns that a property’s title is not clear or is subject to defects. Typically, this clause outlines the steps a buyer must take to notify the seller of any discovered title issues, such as liens, encumbrances, or conflicting ownership claims, within a specified timeframe. It may also specify the seller’s obligations to remedy the defect or the buyer’s rights if the defect cannot be resolved. The core function of this clause is to ensure that both parties have a clear, fair process for resolving title issues, thereby protecting the buyer from inheriting legal or financial problems related to the property’s ownership.
Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not r...
Alleged Title Defects. 13 4.3 Section 29 Credits......................................................................... 14 4.4 Alleged Gas Imbalance Defects.............................................................. 15 4.5 Waiver..................................................................................... 16 Article 5. INSPECTION OF PREMISES 5.1 INSPECTION OF PREMISES..................................................................... 16 5.2 ALLEGED ADVERSE CONDITIONS................................................................. 16 5.3 WAIVER..................................................................................... 17
Alleged Title Defects