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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cec Resources LTD), Stock Purchase Agreement (Carbon Energy Corp)
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 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 Any matters not described in a written notice of all Title Defects discovered Defect as provided above shall conclusively be deemed to have been waived and accepted by Buyer during such calendar weekBuyer, which may and shall 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 Unitdeemed Permitted Encumbrances hereunder.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Evergreen Resources Inc), Agreement for Purchase and Sale (Kansas City Power & Light Co)
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.
Appears in 1 contract
Samples: Asset Purchase Agreement
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 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 Any matters not described in a 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 Defect which is discovered during such calendar week delivered within the time frame set forth above shall conclusively be deemed to have been waived and accepted by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or Unitand shall be deemed Permitted Encumbrances hereunder.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Sheridan Energy Inc)
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 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 Any matters not described in a written notice of all Title Defects discovered Defect as provided above shall conclusively be deemed to have been waived and accepted by Buyer during such calendar weekBuyer, which may and shall 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 Unitdeemed Permitted Encumbrances hereunder.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Kansas City Power & Light Co)
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 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 Any matters not described in a 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 Defect which is discovered during such calendar week delivered within the time frame set forth above shall conclusively be deemed to have been waived and accepted by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or Unitand shall be deemed Permitted Encumbrances hereunder.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Sheridan Energy Inc)
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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mesa Inc)