Calculation of Title Defect Amounts and Title Benefit Amounts. (a) The Title Defect Amount resulting from a Title Defect shall be determined as follows: (i) if Buyer and the Seller Representative agree in writing upon the Title Defect Amount, that amount shall be the Title Defect Amount; (ii) if the Title Defect is a Lien or other charge that is liquidated in amount, then the Title Defect Amount shall be an amount equal to the amount necessary to be paid to unconditionally remove the Title Defect from Target’s Beneficial Ownership and/or Nominee’s Record Title interest, as applicable, in the affected Property; (iii) if (A) the Title Defect represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been reduced in proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the decrease in the Net Revenue Interest (whether in respect of Target’s Beneficial Ownership and/or Nominee’s Record Title) of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Defect does not affect the Property throughout its entire life, the Title Defect Amount determined under this Section 3.07(a)(iii) shall be reduced to take into account the applicable time period only; (iv) if the Title Defect represents an obligation, encumbrance, burden, or charge upon, or other defect in title to, the affected Property of a type not described in subsections 3.07(a)(i), 3.07(a)(ii) or 3.07(a)(iii), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Target’s Beneficial Ownership and/or Nominee’s Record Title in the Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and the Sellers, and such other factors as are necessary to make a proper evaluation; (v) if the Title Defect affects a Property that does not have an Allocated Value set forth on Exhibit A-1 and/or Exhibit A-2, as applicable, and the loss of or to such Property will prevent, interfere with, or increase the costs of the continued operation or production from one or more Wxxxx or Units (a “Defective Support Property”), such Title Defect shall be considered to affect the affected Property and any Defective Support Property, and the Title Defect Value shall take into account the decrease in the Allocated Value for any applicable Defective Support Property; (vi) the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder, to the extent such costs or losses generate an adjustment to the Purchase Price; and (vii) notwithstanding anything to the contrary in this Article III: (A) an individual claim (or series of related claims) for a Title Defect for which a claim notice is given prior to the Title Defect Claim Date shall only generate an adjustment to the Purchase Price under Section 2.04 and this Article III if the Title Defect Amount with respect thereto exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00); and (B) in no event shall a Title Defect Amount for a Property exceed the Allocated Value of such Property. (b) The Title Benefit Amount resulting from a Title Benefit shall be determined as follows: (i) if Buyer and the Seller Representative agree in writing upon the Title Benefit Amount, that amount shall be the Title Benefit Amount; (ii) if (A) the Title Benefit represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been increased in proportion to such Net Revenue Interest increase, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the increase in the Net Revenue Interest of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Benefit does not affect the Property throughout its entire life, the Title Benefit Amount determined under this Section 3.07(b)(ii) shall be reduced to take into account the applicable time period only; (iii) the Title Benefit Amount shall, in any case, be determined by taking into account the Allocated Value of the Property so affected, the portion of the Property and the Target’s Beneficial Ownership and/or Nominee’s Record Title Interest therein so affected, the portion of the Title Benefit attributable to the Transferred Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of any affected Property, the values placed upon the Title Benefit by Buyer and the Target, whether and to what extent the applicable instruments are filed in the applicable county real property records and would constitute constructive notice to Third Parties of the existence thereof under applicable Law, and such other factors as are necessary to make a proper evaluation; (iv) the Title Benefit Amount with respect to a Title Benefit shall be determined without duplication of any costs or losses included in another Title Benefit Amount or adjustment to the unadjusted Purchase Price; and (v) notwithstanding anything to the contrary in this Article III:
Appears in 1 contract
Calculation of Title Defect Amounts and Title Benefit Amounts. (a) The Title Defect Amount resulting from a Title Defect shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Defect Amount, that amount shall be the Title Defect Amount;
(ii) if the Title Defect is a Lien or other charge that is liquidated in amount, then the Title Defect Amount shall be an amount equal to the amount necessary to be paid to unconditionally remove the Title Defect from Target’s Beneficial Ownership and/or Nominee’s Record Title interest, as applicable, in the affected Property;
(iii) if (A) the Title Defect represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been reduced in proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the decrease in the Net Revenue Interest (whether in respect of Target’s Beneficial Ownership and/or Nominee’s Record Title) of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Defect does not affect the Property throughout its entire life, the Title Defect Amount determined under this Section 3.07(a)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation, encumbrance, burden, or charge upon, or other defect in title to, the affected Property of a type not described in subsections 3.07(a)(i), 3.07(a)(ii) or 3.07(a)(iii), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Target’s Beneficial Ownership and/or Nominee’s Record Title in the Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and the Sellers, and such other factors as are necessary to make a proper evaluation;
(v) if the Title Defect affects a Property that does not have an Allocated Value set forth on Exhibit A-1 and/or Exhibit A-2, as applicable, and the loss of or to such Property will prevent, interfere with, or increase the costs of the continued operation or production from one or more Wxxxx Xxxxx or Units (a “Defective Support Property”), such Title Defect shall be considered to affect the affected Property and any Defective Support Property, and the Title Defect Value shall take into account the decrease in the Allocated Value for any applicable Defective Support Property;
(vi) the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder, to the extent such costs or losses generate an adjustment to the Purchase Price; and
(vii) notwithstanding anything to the contrary in this Article III:
(A) an individual claim (or series of related claims) for a Title Defect for which a claim notice is given prior to the Title Defect Claim Date shall only generate an adjustment to the Purchase Price under Section 2.04 and this Article III if the Title Defect Amount with respect thereto exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00); and
(B) in no event shall a Title Defect Amount for a Property exceed the Allocated Value of such Property.
(b) The Title Benefit Amount resulting from a Title Benefit shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Benefit Amount, that amount shall be the Title Benefit Amount;
(ii) if (A) the Title Benefit represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been increased in proportion to such Net Revenue Interest increase, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the increase in the Net Revenue Interest of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Benefit does not affect the Property throughout its entire life, the Title Benefit Amount determined under this Section 3.07(b)(ii) shall be reduced to take into account the applicable time period only;
(iii) the Title Benefit Amount shall, in any case, be determined by taking into account the Allocated Value of the Property so affected, the portion of the Property and the Target’s Beneficial Ownership and/or Nominee’s Record Title Interest therein so affected, the portion of the Title Benefit attributable to the Transferred Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of any affected Property, the values placed upon the Title Benefit by Buyer and the Target, whether and to what extent the applicable instruments are filed in the applicable county real property records and would constitute constructive notice to Third Parties of the existence thereof under applicable Law, and such other factors as are necessary to make a proper evaluation;
(iv) the Title Benefit Amount with respect to a Title Benefit shall be determined without duplication of any costs or losses included in another Title Benefit Amount or adjustment to the unadjusted Purchase Price; and
(v) notwithstanding anything to the contrary in this Article III:
Appears in 1 contract
Calculation of Title Defect Amounts and Title Benefit Amounts. (a) The Title Defect Amount resulting from a Title Defect shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Defect Amount, that amount shall be the Title Defect Amount;
(ii) if the Title Defect is a Lien or other charge that is liquidated in amount, then the Title Defect Amount shall be an amount equal to the amount necessary to be paid to unconditionally remove the Title Defect from Target’s Beneficial Ownership and/or Nominee’s Record Title interest, as applicable, in the affected Property;
(iii) if (A) the Title Defect represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been reduced in proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the decrease in the Net Revenue Interest (whether in respect of Target’s Beneficial Ownership and/or Nominee’s Record Title) of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Defect does not affect the Property throughout its entire life, the Title Defect Amount determined under this Section 3.07(a)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation, encumbrance, burden, or charge upon, or other defect in title to, the affected Property of a type not described in subsections 3.07(a)(i), 3.07(a)(ii) or 3.07(a)(iii), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Target’s Beneficial Ownership and/or Nominee’s Record Title in the Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and the SellersSeller, and such other factors as are necessary to make a proper evaluation;
(v) if the Title Defect affects a Property that does not have an Allocated Value set forth on Exhibit A-1 and/or Exhibit A-2, as applicable, and the loss of or to such Property will prevent, interfere with, or increase the costs of the continued operation or production from one or more Wxxxx or Units (a “Defective Support Property”), such Title Defect shall be considered to affect the affected Property and any Defective Support Property, and the Title Defect Value shall take into account the decrease in the Allocated Value for any applicable Defective Support Property;
(vi) the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder, to the extent such costs or losses generate an adjustment to the Purchase Price; and
(vii) notwithstanding anything to the contrary in this Article III:
(A) an individual claim (or series of related claims) for a Title Defect for which a claim notice is given prior to the Title Defect Claim Date shall only generate an adjustment to the Purchase Price under Section 2.04 and this Article III if the Title Defect Amount with respect thereto exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00); and
(B) in no event shall a Title Defect Amount for a Property exceed the Allocated Value of such Property.
(b) The Title Benefit Amount resulting from a Title Benefit shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Benefit Amount, that amount shall be the Title Benefit Amount;
(ii) if (A) the Title Benefit represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been increased in proportion to such Net Revenue Interest increase, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the increase in the Net Revenue Interest of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Benefit does not affect the Property throughout its entire life, the Title Benefit Amount determined under this Section 3.07(b)(ii) shall be reduced to take into account the applicable time period only;
(iii) the Title Benefit Amount shall, in any case, be determined by taking into account the Allocated Value of the Property so affected, the portion of the Property and the Target’s Beneficial Ownership and/or Nominee’s Record Title Interest therein so affected, the portion of the Title Benefit attributable to the Transferred Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of any affected Property, the values placed upon the Title Benefit by Buyer and the Target, whether and to what extent the applicable instruments are filed in the applicable county real property records and would constitute constructive notice to Third Parties of the existence thereof under applicable Law, and such other factors as are necessary to make a proper evaluation;
(iv) the Title Benefit Amount with respect to a Title Benefit shall be determined without duplication of any costs or losses included in another Title Benefit Amount or adjustment to the unadjusted Purchase Price; and
(v) notwithstanding anything to the contrary in this Article III:
Appears in 1 contract
Calculation of Title Defect Amounts and Title Benefit Amounts. (a) The Title Defect Amount resulting from a Title Defect shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Defect Amount, that amount shall be the Title Defect Amount;
(ii) if the Title Defect is a Lien or other charge that is liquidated in amount, then the Title Defect Amount shall be an amount equal to (A) the amount necessary to be paid to unconditionally remove the Title Defect from Target’s Beneficial Ownership and/or Nominee’s Record Title interest, as applicable, in the affected Property, multiplied by (B) 50%;
(iii) if (A) the Title Defect represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been reduced in proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the decrease in the Net Revenue Interest (whether in respect of Target’s Beneficial Ownership and/or Nominee’s Record Title) of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Defect does not affect the Property throughout its entire life, the Title Defect Amount determined under this Section 3.07(a)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation, encumbrance, burden, or charge upon, or other defect in title to, the affected Property of a type not described in subsections 3.07(a)(i), 3.07(a)(ii) or 3.07(a)(iii), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Target’s Beneficial Ownership and/or Nominee’s Record Title in the Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and the Sellers, and such other factors as are necessary to make a proper evaluation;
(v) if the Title Defect affects a Property that does not have an Allocated Value set forth on Exhibit A-1 and/or Exhibit A-2, as applicable, and the loss of or to such Property will prevent, interfere with, or increase the costs of the continued operation or production from one or more Wxxxx Xxxxx or Units (a “Defective Support Property”), such Title Defect shall be considered to affect the affected Property and any Defective Support Property, and the Title Defect Value shall take into account the decrease in the Allocated Value for any applicable Defective Support Property;
(vi) the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder, to the extent such costs or losses generate an adjustment to the Purchase Price; and
(vii) notwithstanding anything to the contrary in this Article III:
(A) an individual claim (or series of related claims) for a Title Defect for which a claim notice is given prior to the Title Defect Claim Date shall only generate an adjustment to the Purchase Price under Section 2.04 and this Article III if the Title Defect Amount with respect thereto exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00); and
(B) in no event shall a Title Defect Amount for a Property exceed the Allocated Value of such Property.
(b) The Title Benefit Amount resulting from a Title Benefit shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Benefit Amount, that amount shall be the Title Benefit Amount;
(ii) if (A) the Title Benefit represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been increased in proportion to such Net Revenue Interest increase, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the increase in the Net Revenue Interest of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Benefit does not affect the Property throughout its entire life, the Title Benefit Amount determined under this Section 3.07(b)(ii) shall be reduced to take into account the applicable time period only;
(iii) the Title Benefit Amount shall, in any case, be determined by taking into account the Allocated Value of the Property so affected, the portion of the Property and the Target’s Beneficial Ownership and/or Nominee’s Record Title Interest therein so affected, the portion of the Title Benefit attributable to the Transferred Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of any affected Property, the values placed upon the Title Benefit by Buyer and the Target, whether and to what extent the applicable instruments are filed in the applicable county real property records and would constitute constructive notice to Third Parties of the existence thereof under applicable Law, and such other factors as are necessary to make a proper evaluation;
(iv) the Title Benefit Amount with respect to a Title Benefit shall be determined without duplication of any costs or losses included in another Title Benefit Amount or adjustment to the unadjusted Purchase Price; and
(v) notwithstanding anything to the contrary in this Article III:
Appears in 1 contract
Calculation of Title Defect Amounts and Title Benefit Amounts. (a) The Title Defect Amount resulting from a Title Defect shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Defect Amount, that amount shall be the Title Defect Amount;
(ii) if the Title Defect is a Lien or other charge that is liquidated in amount, then the Title Defect Amount shall be an amount equal to (A) the amount necessary to be paid to unconditionally remove the Title Defect from Target’s Beneficial Ownership and/or Nominee’s Record Title interest, as applicable, in the affected Property, multiplied by (B) 40%;
(iii) if (A) the Title Defect represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been reduced in proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the decrease in the Net Revenue Interest (whether in respect of Target’s Beneficial Ownership and/or Nominee’s Record Title) of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Defect does not affect the Property throughout its entire life, the Title Defect Amount determined under this Section 3.07(a)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation, encumbrance, burden, or charge upon, or other defect in title to, the affected Property of a type not described in subsections 3.07(a)(i), 3.07(a)(ii) or 3.07(a)(iii), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Property so affected, the portion of Target’s Beneficial Ownership and/or Nominee’s Record Title in the Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property, the values placed upon the Title Defect by Buyer and the Sellers, and such other factors as are necessary to make a proper evaluation;
(v) if the Title Defect affects a Property that does not have an Allocated Value set forth on Exhibit A-1 and/or Exhibit A-2, as applicable, and the loss of or to such Property will prevent, interfere with, or increase the costs of the continued operation or production from one or more Wxxxx Xxxxx or Units (a “Defective Support Property”), such Title Defect shall be considered to affect the affected Property and any Defective Support Property, and the Title Defect Value shall take into account the decrease in the Allocated Value for any applicable Defective Support Property;
(vi) the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder, to the extent such costs or losses generate an adjustment to the Purchase Price; and
(vii) notwithstanding anything to the contrary in this Article III:
(A) an individual claim (or series of related claims) for a Title Defect for which a claim notice is given prior to the Title Defect Claim Date shall only generate an adjustment to the Purchase Price under Section 2.04 and this Article III if the Title Defect Amount with respect thereto exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00); and
(B) in no event shall a Title Defect Amount for a Property exceed the Allocated Value of such Property.
(b) The Title Benefit Amount resulting from a Title Benefit shall be determined as follows:
(i) if Buyer and the Seller Representative agree in writing upon the Title Benefit Amount, that amount shall be the Title Benefit Amount;
(ii) if (A) the Title Benefit represents a discrepancy between (1) the Net Revenue Interest for any Well or Unit, and (2) the Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable, and (2) the Working Interest in such Well or Unit has also been increased in proportion to such Net Revenue Interest increase, then the Title Benefit Amount shall be the product of (x) the Allocated Value of such Property, multiplied by (y) a fraction, (I) the numerator of which is the increase in the Net Revenue Interest of the affected Well or Unit, and (II) the denominator of which is Net Revenue Interest stated with respect to such Well or Unit on Exhibit A-1, or Exhibit A-2, as applicable; provided that if the Title Benefit does not affect the Property throughout its entire life, the Title Benefit Amount determined under this Section 3.07(b)(ii) shall be reduced to take into account the applicable time period only;
(iii) the Title Benefit Amount shall, in any case, be determined by taking into account the Allocated Value of the Property so affected, the portion of the Property and the Target’s Beneficial Ownership and/or Nominee’s Record Title Interest therein so affected, the portion of the Title Benefit attributable to the Transferred Interest, the legal effect of the Title Benefit, the potential economic effect of the Title Benefit over the life of any affected Property, the values placed upon the Title Benefit by Buyer and the Target, whether and to what extent the applicable instruments are filed in the applicable county real property records and would constitute constructive notice to Third Parties of the existence thereof under applicable Law, and such other factors as are necessary to make a proper evaluation;
(iv) the Title Benefit Amount with respect to a Title Benefit shall be determined without duplication of any costs or losses included in another Title Benefit Amount or adjustment to the unadjusted Purchase Price; and
(v) notwithstanding anything to the contrary in this Article III:
Appears in 1 contract
Samples: Interest Purchase Agreement (Natural Resource Partners Lp)
