Common use of Buyers Title Review Clause in Contracts

Buyers Title Review. (a) Buyer's Assertion of Title Defects. For a period of forty-five (45) ---------------------------------- days following the execution of this Agreement (the "Title Examination Period"), Buyer shall have the right to furnish Seller written notice meeting the requirements of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's reasonable opinion, constitute Title Defects and which Buyer asserts as a Title Defect with respect to any Well or Unit pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyer's Title Defect Notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Seller an opportunity to commence reviewing and curing Title Defects, on or before the end of each calendar week during the Title Examination Period, Buyer agrees to give Seller written notice of all Title Defects discovered by Buyer during such calendar week, which may be preliminary in nature and supplemented prior to the end of the Title Examination Period. At the same time, Buyer shall also furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or Unit.

Buyers Title Review. (a) For 45 calendar days after Closing, Buyer may at Buyer's Assertion sole cost and expense commence and diligently pursue such examination of Title Defectstitle to the Subject Interests as Buyer desires. For a period Seller shall fully cooperate with Buyer and shall make available to Buyer at Seller's offices in Overland Park, Kansas, all documents, records and material in Seller's possession (except to the extent disclosure of forty-five (45same is prohibited pursuant to agreements with third parties) ---------------------------------- days following and all assistance reasonably necessary to assist Buyer in determining the execution validity of this Agreement (Seller's title in and to the "Title Examination Period")Subject Interests. In no event, however, does Seller warrant or represent the sufficiency, completeness or accuracy of such documents, records and materials, and Buyer's reliance thereon shall be at Buyer's sole risk and expense. Immediately upon completion of Buyer's title review of each property, Buyer shall have the right to furnish notify Seller written notice meeting the requirements of this any Title Defects associated with such property in accordance with Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in 7.4 below. Buyer will conclude Buyer's reasonable opinion, constitute title review and give notice to Seller of all asserted Title Defects and which Buyer asserts as a Title Defect with respect to any Well or Unit pursuant to this Article VI. For all purposes not later than five (5) days after the send of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Periodsaid 45 day period. To be effective, Buyer's Title Defect Notice written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, Defect and (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Any matters not described in a written notice of Title Defect as provided above shall conclusively be deemed to have been waived and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunder. (b) Upon receipt of the notice set forth under Section 7.2(a) Seller an opportunity shall have the right, but not the obligation, for 10 calendar days to commence reviewing and curing cure all or any portion of asserted Title Defects, on such curative costs to be borne solely by Seller. If Buyer elects to waive or before is deemed to have waived any asserted or unasserted Title Defects, such waived or unasserted Title Defects shall be deemed Permitted Encumbrances hereunder. If Seller within the time provided above is unable, elects not, or refuses, to cure such asserted Title Defects, Buyer may, subject to Section 7.4 below, by written notice delivered to Seller not later than two (2) business days after the end of each calendar week during such period, and as Buyer's sole and exclusive remedy and only if the Title Examination Periodthresholds of Section 12.9 have been met, elect to have Seller refund to Buyer, a portion of the Purchase Price by an amount attributable to the reserves to which title has failed as mutually agreed upon by the parties and based upon the allocations made pursuant to Section 3.3, and Buyer agrees shall reconvey such portion of the Subject Interests to give Seller written notice of all Title Defects discovered Seller. Failure by Buyer during such calendar week, which may be preliminary in nature and supplemented prior to timely assert a claim for an adjustment to the end Purchase Price shall be deemed an election by Buyer to waive such claim and retain the interest covered by the asserted but uncured Title Defect. In the event Buyer and Seller are unable to agree upon the amount of the downward adjustment of the Purchase Price attributable to a Title Examination Period. At Defect for the purposes of the foregoing, then the same time, Buyer shall also furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect be submitted for determination to any Well or Unita mutually acceptable reservoir engineering firm whose determination shall be final.

Buyers Title Review. (a) For 45 calendar days after Closing, Buyer may at Buyer's Assertion sole cost and expense commence and diligently pursue such examination of Title Defectstitle to the Subject Interests as Buyer desires. For Seller shall fully cooperate with Buyer and shall make available to Buyer at Seller's offices in Overland Park, Kansas, all documents, records and material in Seller's possession (except to the extent disclosure of same is prohibited pursuant to agreements with third parties) and all assistance reasonably necessary to assist Buyer in determining the validity of Seller's title in and to the Subject Interests. In no event, however, does Seller warrant or represent the sufficiency, completeness or accuracy of such documents, records and materials, and Buyer's reliance thereon shall be at Buyer's sole risk and expense. In the event more than one property is being conveyed hereunder, Buyer will review title on a period property by property basis commencing with the property being deemed to have the greatest value and then in descending order of forty-five (45) ---------------------------------- days following the execution value as set forth on EXHIBIT B. Immediately upon completion of this Agreement (the "Title Examination Period")Buyer's title review of each property, Buyer shall have the right to furnish notify Seller written notice meeting the requirements of this any Title Defects associated with such property in accordance with Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in 7.3 below. Buyer will conclude Buyer's reasonable opinion, constitute title review and give notice to Seller of all asserted Title Defects and which Buyer asserts as a Title Defect with respect to any Well or Unit pursuant to this Article VI. For all purposes not later than five (5) days after the end of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Periodsaid 45 day period. To be effective, Buyer's Title Defect Notice written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, Defect and (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Any matters not described in a written notice of Title Defect as provided above shall conclusively be deemed to have been waived and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunder. (b) Upon receipt of the notice set forth under Section 7.2(a) Seller an opportunity shall have the right, but not the obligation, for 10 calendar days to commence reviewing and curing cure all or any portion of asserted Title Defects, on such curative costs to be borne solely by Seller. If Buyer elects to waive or before is deemed to have waived any asserted or unasserted Title Defects, such waived or unasserted Title Defects shall be deemed Permitted Encumbrances hereunder. If Seller within the time provided above is unable, elects not, or refuses, to cure such asserted Title Defects, Buyer may, subject to Section 7.4 below, by written notice delivered to Seller not later than two (2) business days after the end of each calendar week during such period, and as Buyer's sole and exclusive remedy and only if the Title Examination Periodthresholds of Section 12.9 have been met, elect to have Seller refund to Buyer, a portion of the Purchase Price by an amount attributable to the reserves to which title has failed as mutually agreed upon by the parties and based upon the allocations made pursuant to Section 3.3, and Buyer agrees shall reconvey such portion of the Subject Interests to give Seller written notice of all Title Defects discovered Seller. Failure by Buyer during such calendar week, which may be preliminary in nature and supplemented prior to timely assert a claim for an adjustment to the end Purchase Price shall be deemed an election by Buyer to waive such claim and retain the interest covered by the asserted but uncured Title Defect. In the event Buyer and Seller are unable to agree upon the amount of the downward adjustment of the Purchase Price attributable to a Title Examination Period. At Defect for the purposes of the foregoing, then the same timeshall be submitted for determination to a mutually acceptable reservoir engineering firm whose determination shall be final. (c) Matters set out in EXHIBIT I shall not constitute a Title Defect; provided, Buyer however, any mortgages listed in Exhibit I, if not released at Closing, shall also furnish Seller with written notice of any Seller constitute a Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or UnitDefect.

Buyers Title Review. (a) Buyer's ’s Assertion of Title Defects. For a Prior to the expiration of the sixty (60) day period of forty-five (45) ---------------------------------- days following commencing on the execution of this Agreement (the "“Title Examination Period"”), Buyer shall have the right to furnish notify Seller written notice meeting the requirements in writing of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's ’s reasonable opinion, constitute Title Defects and which Buyer asserts intends to assert as a Title Defect with respect to any Well or Unit portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice written notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyer's Title Defect Notice ’s written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Seller an opportunity to commence reviewing and curing Title Defects, on or before the end of each calendar week during the Title Examination Period, Buyer agrees to give Seller written notice of all any Title Defects discovered by Defect which Buyer during such calendar weekdetermines exists promptly following Buyer’s determination of the existence of same, which notice may be preliminary in nature and supplemented prior to the end of the Title Examination Period. At the same time, Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's ’s employees or representatives while conducting Buyer's ’s title review, due diligence or investigation with respect to any Well or Unitthe Subject Interests and Property Subdivisions.

Buyers Title Review. (a) Buyer's Assertion of Title Defects. For a period of forty-five (45) ---------------------------------- days following the Immediately upon execution by both parties hereto of this Agreement Buyer may at Buyer's sole cost and expense commence and diligently pursue such examination of title to the Subject Interests as Buyer desires. Seller shall fully cooperate with Buyer and shall make available to Buyer at Seller's offices in Houston, Texas, all documents, records and material in Seller's possession (except to the "Title Examination Period")extent disclosure of same is prohibited pursuant to agreements with third parties; provided that in the event Seller is prohibited from making files or records available because of provisions of third party agreements, then Seller shall inform Buyer of the existence of such records, the parties thereto and the subject matter of such records) and all assistance reasonably necessary to assist Buyer in determining the validity of Seller's title in and to the Subject Interests. In no event, however, does Seller warrant or represent the sufficiency, completeness or accuracy of such documents, records and materials, and Buyer's reliance thereon shall be at Buyer's sole risk and expense. No later than five (5) days prior to Closing, Buyer shall have the right to furnish notify Seller written notice meeting the requirements of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's reasonable opinion, constitute Title Defects and which Buyer asserts as a Title Defect associated with respect to any Well or Unit pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Periodsuch property in accordance with Section 7.3 below. To be effective, Buyer's Title Defect Notice written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, Defect and (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Any matters not described in a written notice of Title Defect which is delivered within the time frame set forth above shall conclusively be deemed to have been waived and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunder. (b) Upon receipt of the notice set forth under Section 7.2(a) Seller an opportunity shall have the right, but not the obligation, until the Closing Date to commence reviewing and curing cure all or any portion of asserted Title Defects, on such curative costs to be borne solely by Seller. If Buyer elects to waive or before the end of each calendar week during the is deemed to have waived any asserted or unasserted Title Examination PeriodDefects, Buyer agrees to give Seller written notice of all such waived or unasserted Title Defects discovered shall be deemed Permitted Encumbrances hereunder. If any Title Defect is not cured prior to Closing then the portion of the Assets affected by such Title Defect shall be deleted from the sale contemplated herein, and retained by Seller and the Purchase Price shall be reduced by the Allocated Value of the portion of the Assets affected by such Title Defect. Seller shall have 90 days following Closing within which to cure such Title Defect. If a Title Defect is cured by Seller during such 90 day period, Seller shall convey the portion of the Assets affected by such Title Defect to Buyer in consideration of the payment by Buyer during such calendar weekto Seller of the Allocated Value thereof. In the event that any Title Defect is not cured within the 90 day period, which then Seller shall retain the portion of the Assets affected by the Defect and the parties shall have no other obligation or liability hereunder with respect thereto. In the event Buyer and Seller are unable to agree upon the existence of an alleged Title Defect or amount of the downward adjustment of the Purchase Price attributable to a Title Defect for the purposes of the foregoing, then the same may be preliminary in nature and supplemented prior submitted to arbitration pursuant to the end provisions of the Title Examination Period. At the same time, Buyer shall also furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or UnitArticle XVII.

Buyers Title Review. 7.1.1 Seller has delivered to Buyer a standard preliminary title report with respect to the Property, together with the underlying documents relating to the Schedule B exceptions set forth in such report (a“Title Report”) Buyer's Assertion of Title Defectsand Seller’s most current survey ("Survey"). For a period of forty-Buyer shall have the right, at its cost, to update the Survey. Buyer shall have until the date that is five (455) ---------------------------------- days following Business Days prior to the execution expiration of this Agreement the Inspection Period (the "“Title Examination Period"Notice Date”) to give Seller written notice (“Buyer’s Title Notice”) of Buyer’s disapproval or conditional approval of any matters shown in the Title Report or on the Survey other than the Permitted Encumbrances described in 8.1.1(a)-(d) (the “Unacceptable Encumbrances”). The failure of Buyer to give Buyer’s Title Notice on or before the Title Notice Date shall be conclusively deemed to constitute Buyer’s approval of the condition of title to the Property. Notwithstanding anything contained herein to the contrary, Buyer shall not be required to object to, and Seller shall cause to be removed as an exception from the Title Policy, all Voluntary Monetary Liens. 7.1.2 If Buyer disapproves or conditionally approves in writing any matter of title shown in the Title Report, then Seller may, but shall have no obligation to, within three (3) Business Days following its receipt of Buyer’s Title Notice, elect to eliminate or ameliorate to Buyer’s satisfaction the Unacceptable Encumbrances by giving Buyer written notice (“Seller’s Title Notice”) of those Unacceptable Encumbrances, if any, which Seller agrees to so eliminate or ameliorate by the Closing Date; provided, however, that Seller shall have no obligation to pay any consideration or incur any liability in order to eliminate or ameliorate such Unacceptable Encumbrances other than Voluntary Monetary Liens and provided Buyer shall have the right to furnish approve, which approval shall not be unreasonably withheld, all endorsements issued by the applicable title insurer. 7.1.3 If Seller does not elect to eliminate or ameliorate all of the Unacceptable Encumbrances, or if Buyer disapproves Seller’s Title Notice, or if Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery of written notice meeting the requirements of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's reasonable opinion, constitute Title Defects and which Buyer asserts as a Title Defect with respect to any Well or Unit pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller and Escrow Holder on or before the expiration of the Inspection Period, either to: (a) waive its prior disapproval, in which event the Unacceptable Encumbrances shall be deemed unconditionally approved without any credit or offset to the Purchase Price, subject to any cure obligations expressly undertaken by Seller in the Seller’s Title Examination PeriodNotice; or (b) terminate this Agreement and the Escrow, in which event the Deposit shall be disbursed to Buyer, Buyer and Seller shall each pay one-half (1/2) of all Escrow cancellation and similar fees and the parties shall have no further rights or obligations under this Agreement, except for the Surviving Obligations. To be effective, Buyer's Title Defect Notice of a Title Defect must include (i) a brief description Failure to take either one of the matter constituting actions described in clauses (a) and (b) above shall be deemed to be Buyer’s election to take the asserted Title Defectaction described in clause (a) above. For avoidance of doubt, (ii) if this Agreement remains in effect following the claimed Title Defect Amount attributable theretoexpiration of the Inspection Period, then the Unacceptable Encumbrances shall thereafter consist of and mean only those objections which Seller has cured or committed to endeavor to cure and any Voluntary Monetary Liens, and all other matters shown on the Title Report (iiiincluding, without limitation, any matters as to which Buyer objected but Seller elected not to cure) supporting documents reasonably necessary shall be deemed to be Permitted Encumbrances and any prior objections by Buyer with respect thereto shall be deemed waived. If, in Seller’s Title Notice, Seller has agreed to either eliminate or ameliorate to Buyer’s satisfaction by the Closing Date certain Unacceptable Encumbrances described in Buyer’s Title Notice (other than Voluntary Monetary Loans, which Seller shall be obligated to remove in all events), but Seller is unable to do so, then Buyer shall have the right (which shall be Buyer’s sole and exclusive right or remedy for such failure), upon delivery to Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Seller an opportunity to commence reviewing and curing Title Defects, Escrow Holder on or before the end Closing Date of a written notice to either: (i) waive its prior disapproval, in which event such Unacceptable Encumbrances shall be deemed unconditionally approved without any credit or offset to the Purchase Price; or (ii) terminate this Agreement and the Escrow, in which event (A) the Deposit shall be disbursed returned to Buyer, (B) Seller shall bear all Escrow cancellation and similar fees, and (C) the parties shall have no further rights or obligations under this Agreement, except for the Surviving Obligations. Notwithstanding the previous sentence, if Seller’s Title Notice provides that Seller will attempt to (as opposed to commit to) eliminate or ameliorate the Unacceptable Encumbrances and Seller is thereafter unable to do so, then the Deposit shall be disbursed Buyer and the parties shall each calendar week during pay one half (1/2) of all Escrow cancellation and similar fees. Failure to take either one of the actions described in clauses (i) and (ii) above shall be deemed to be Buyer’s election to take the action described in clause (ii) above. 7.1.4 If the Title Examination PeriodReport is amended or supplemented by the Title Company to include exceptions that did not appear on the Title Report delivered to Buyer and which are not expressly permitted under Paragraph 5.1 above, then Buyer agrees shall have until the later of the last day of the Inspection Period or five (5) Business Days following Buyer’s receipt of any such amended or supplemented Title Report to give notify Seller written notice of all any disapproved item disclosed in the amended or supplemented Title Defects discovered Report. If Seller is unwilling to commit to remove any of the exceptions objected to by Buyer during such calendar week, which may be preliminary in nature and supplemented prior to the end Close of Escrow which materially and adversely affect the Lease or the use of the Title Examination Period. At Property, then Buyer may terminate this Agreement by delivering notice thereof in writing to Seller by the same timeearlier to occur of (a) the Scheduled Closing Date, Buyer shall also furnish Seller with or (b) five (5) Business Days after Seller’s written notice to Buyer of Seller’s unwillingness to eliminate one or more of such title exceptions. If Buyer terminates this Agreement pursuant to its rights set forth in the preceding sentence, the Deposit shall be disbursed to Buyer and neither party shall have any further obligations under this Agreement except for the Surviving Obligations; provided, however, that if the new title matter was executed by Seller Title Credit which is discovered during such calendar week by any in violation of Buyer's employees or representatives while conducting Buyer's title reviewthis Agreement, due diligence or investigation with respect Seller shall pay to any Well or UnitBuyer an amount equal to the Reimbursable Expenses.

Buyers Title Review. (a) Buyer's Assertion of Title Defects. For a period of forty-five (45) ---------------------------------- days following the Immediately upon execution by both parties hereto of this Agreement Buyer may at Buyer's sole cost and expense commence and diligently pursue such examination of title to the Subject Interests as Buyer desires. Seller shall fully cooperate with Buyer and shall make available to Buyer at Seller's offices in Houston, Texas, all documents, records and material in Seller's possession (except to the "Title Examination Period")extent disclosure of same is prohibited pursuant to agreements with third parties; provided that in the event Seller is prohibited from making files or records available because of provisions of third party agreements, then Seller shall inform Buyer of the existence of such records, the parties thereto and the subject matter of such records) and all assistance reasonably necessary to assist Xxxxx in determining the validity of Seller's title in and to the Subject Interests. In no event, however, does Seller warrant or represent the sufficiency, completeness or accuracy of such documents, records and materials, and Xxxxx's reliance thereon shall be at Buyer's sole risk and expense. No later than five (5) days prior to Closing, Buyer shall have the right to furnish notify Seller written notice meeting the requirements of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's reasonable opinion, constitute Title Defects and which Buyer asserts as a Title Defect associated with respect to any Well or Unit pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Periodsuch property in accordance with Section 7.3 below. To be effective, BuyerXxxxx's Title Defect Notice written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, Defect and (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Any matters not described in a written notice of Title Defect which is delivered within the time frame set forth above shall conclusively be deemed to have been waived and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunder. (b) Upon receipt of the notice set forth under Section 7.2(a) Seller an opportunity shall have the right, but not the obligation, until the Closing Date to commence reviewing and curing cure all or any portion of asserted Title Defects, on such curative costs to be borne solely by Seller. If Buyer elects to waive or before the end of each calendar week during the is deemed to have waived any asserted or unasserted Title Examination PeriodDefects, Buyer agrees to give Seller written notice of all such waived or unasserted Title Defects discovered shall be deemed Permitted Encumbrances hereunder. If any Title Defect is not cured prior to Closing then the portion of the Assets affected by such Title Defect shall be deleted from the sale contemplated herein, and retained by Seller and the Purchase Price shall be reduced by the Allocated Value of the portion of the Assets affected by such Title Defect. Seller shall have 90 days following Closing within which to cure such Title Defect. If a Title Defect is cured by Seller during such 90 day period, Seller shall convey the portion of the Assets affected by such Title Defect to Buyer in consideration of the payment by Buyer during such calendar weekto Seller of the Allocated Value thereof. In the event that any Title Defect is not cured within the 90 day period, which then Seller shall retain the portion of the Assets affected by the Defect and the parties shall have no other obligation or liability hereunder with respect thereto. In the event Buyer and Seller are unable to agree upon the existence of an alleged Title Defect or amount of the downward adjustment of the Purchase Price attributable to a Title Defect for the purposes of the foregoing, then the same may be preliminary in nature and supplemented prior submitted to arbitration pursuant to the end provisions of the Title Examination Period. At the same time, Buyer shall also furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or UnitArticle XVII.

Buyers Title Review. (a) Buyer's Assertion of Title Defects. For a period of forty-five (45) ---------------------------------- days following the execution of this Agreement On or prior to March 31, 1997 (the "Title Examination Period"), Buyer shall have the right to furnish Seller written notice meeting the requirements of this Section 6.2(a) (the "Title Defect Notice") setting forth any matters which, in Buyer's reasonable opinion, constitute Title Defects and which Buyer asserts intends to assert as a Title Defect with respect to any Well or Unit portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of the Title Examination Period. To be effective, Buyer's Title Defect Notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect, (ii) the claimed Title Defect Amount attributable thereto, and (iii) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. To give Seller an opportunity to commence reviewing and curing Title Defects, on or before the end of each calendar week during the Title Examination Period, Buyer agrees to give Seller written notice of all Title Defects discovered by Buyer during such the calendar weekweek preceding the calendar week then ending, which may be preliminary in nature and supplemented prior to the end of the Title Examination Period. At the same time, Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or Unitthe Subject Interests and Property Subdivisions.