Common use of Buyers Title Review Clause in Contracts

Buyers Title Review. (a) For 45 calendar days after Closing, 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 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. Immediately upon completion of Buyer's title review of each property, Buyer shall notify Seller of any Title Defects associated with such property in accordance with Section 7.4 below. Buyer will conclude Buyer's title review and give notice to Seller of all asserted Title Defects not later than five (5) days after the send of said 45 day period. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. 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.

Appears in 2 contracts

Samples: Agreement for Purchase and Sale (Evergreen Resources Inc), Agreement for Purchase and Sale (Kansas City Power & Light Co)

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Buyers Title Review. (a) For 45 calendar days after Closing, Buyer may at Buyer's sole cost and expense commence and diligently pursue such examination Assertion of title to Title Defects. For a period of forty-five (45) ---------------------------------- days following the Subject Interests as Buyer desires. 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 execution of this Agreement (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. Immediately upon completion of Buyer's title review of each property"Title Examination Period"), Buyer shall notify 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 Defects associated with such property in accordance with Section 7.4 below. Defect which Buyer will conclude Buyer's title review and give notice fails to assert as a Title Defect by a Title Defect Notice given to Seller on or before the expiration of all asserted the Title Defects not later than five (5) days after the send of said 45 day periodExamination Period. To be effective, Buyer's written notice 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 (iiiii) supporting documents reasonably necessary for Seller (or a as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. Any matters not described in a 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 Defect as provided above 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 conclusively be deemed 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 have been waived and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunderany 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 sole cost and expense commence and diligently pursue such examination ’s Assertion of title Title Defects. Prior to the Subject Interests as Buyer desires. 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 expiration of the sixty (except to 60) day period commencing on the extent disclosure execution of same is prohibited pursuant to agreements with third parties) and all assistance reasonably necessary to assist Buyer in determining this Agreement (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. Immediately upon completion of Buyer's title review of each property“Title Examination Period”), Buyer shall notify Seller in writing of any matters which, in Buyer’s reasonable opinion, constitute Title Defects associated and which Buyer intends to assert as a Title Defect with such property in accordance with Section 7.4 belowrespect to any portion of a Property Subdivision pursuant to this Article VI. For all purposes of this Agreement, Buyer will conclude Buyer's title review and give shall be deemed to have waived any Title Defect which Buyer fails to assert as a Title Defect by written notice given to Seller on or before the expiration of all asserted the Title Defects not later than five (5) days after the send of said 45 day periodExamination Period. To be effective, Buyer's ’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 (iiiii) supporting documents reasonably necessary for Seller (or a as well as any title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. Any matters not described in a To give Seller an opportunity to commence reviewing and curing Title Defects, Buyer agrees to give Seller written notice of any Title Defect as provided above which Buyer determines 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. Buyer shall conclusively be deemed also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any of Buyer’s employees or representatives while conducting Buyer’s title review, due diligence or investigation with respect to have been waived the Subject Interests and accepted by Buyer, and shall be deemed Permitted Encumbrances hereunderProperty Subdivisions.

Appears in 1 contract

Samples: Asset Purchase Agreement

Buyers Title Review. (a) For 45 calendar days after Closing, 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 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 property by property basis commencing with the property being deemed to have the greatest value and then in descending order of value as set forth on EXHIBIT B. Immediately upon completion of Buyer's title review of each property, Buyer shall notify Seller of any Title Defects associated with such property in accordance with Section 7.4 7.3 below. Buyer will conclude Buyer's title review and give notice to Seller of all asserted Title Defects not later than five (5) days after the send end of said 45 day period. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. 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.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Kansas City Power & Light Co)

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Buyers Title Review. (a) For 45 calendar days after Closing, 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 Overland ParkHouston, KansasTexas, all documents, records and material in Seller's possession (except to the 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. Immediately upon completion of Buyer's title review of each propertyNo later than five (5) days prior to Closing, Buyer shall notify Seller of any Title Defects associated with such property in accordance with Section 7.4 7.3 below. Buyer will conclude Buyer's title review and give notice to Seller of all asserted Title Defects not later than five (5) days after the send of said 45 day period. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. Any matters not described in a written notice of Title Defect as provided 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.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Sheridan Energy Inc)

Buyers Title Review. (a) For 45 calendar days after Closing, 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 Overland ParkHouston, KansasTexas, all documents, records and material in Seller's possession (except to the 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 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 BuyerXxxxx's reliance thereon shall be at Buyer's sole risk and expense. Immediately upon completion of Buyer's title review of each propertyNo later than five (5) days prior to Closing, Buyer shall notify Seller of any Title Defects associated with such property in accordance with Section 7.4 7.3 below. Buyer will conclude Buyer's title review and give notice to Seller of all asserted Title Defects not later than five (5) days after the send of said 45 day period. To be effective, BuyerXxxxx's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect. Any matters not described in a written notice of Title Defect as provided 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.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Sheridan Energy Inc)

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