Conditions; Effect of Defects Sample Clauses

Conditions; Effect of Defects. The obligations of Rise hereunder are subject to its review of the title to the Hydrocarbon Properties and its confirmation on or before Closing that the Teton Entities have good and marketable title to each Hydrocarbon Property, free and clear of all liens, security interests, and encumbrances other than (i) Permitted Encumbrances, and (ii) imperfections of title which do not materially interfere with the use of the particular Hydrocarbon Property affected thereby or the production and sale of hydrocarbons for the account of the Teton Entities therefrom. If on or prior to six (6) business days prior to Closing, provided that the date shall be no earlier than November 18, 2009, Rise delivers to TEC written notice setting forth (1) defects which render unmarketable the title of the Teton Entities to a particular Hydrocarbon Property or an interest therein, or (2) errors made in the calculation of working interests or revenue interests set forth on Exhibit D, and (3) the diminution in the value of the particular Hydrocarbon Property which is occasioned by such defect or error, the Teton Entities shall use their best efforts and endeavors to cure such defect or defects. The diminution in value (“Title Defect Value”) shall be based upon the allocated value for the affected Hydrocarbon Property set forth on Exhibit D.

Conditions; Effect of Defects. The obligations of PETROHAWK hereunder are subject to its review of the title to the Properties and its confirmation on or before November 8, 2004, at 5:00 P.M., C.S.T., that each Limited Partnership has Marketable Title to the Properties which are represented to be owned by it, free and clear of all Liens other than (i) inchoate operators' liens attributable to unbilled joint account expenditures, and (ii) imperfections of title which do not materially interfere with the use, ownership or operation of the particular property affected thereby throughout the duration of its productive life, or the production and sale of hydrocarbons for the account of the Limited Partnership therefrom. If on or prior to November 8, 2004, at 5:00 P.M., C.S.T., PETROHAWK delivers to WCE written notice setting forth (1) defects which render unmarketable the title of a Limited Partnership to a particular Property, or interests therein, or (2) errors made in the calculation of working interests or revenue interests set forth on Appendix I, such Limited Partnership and WCE shall use their best efforts and endeavors prior to Closing to cure such defect or defects to the reasonable satisfaction of PETROHAWK. If such defects have not been cured two (2) Business Days prior to the date of Closing, and if such defects or errors which exist with respect to the Properties of all of the Limited Partnerships and the cost to remedy or cure environmental defects disclosed pursuant to Section VI.C. and the casualty losses occasioned pursuant to Paragraph VII collectively diminish the value of the Properties by an amount in excess of the Termination Amount described in Section V.E., PETROHAWK shall have the right and option to elect to: (a) waive such defect or defects in respect of diminution in value in excess of the Termination Amount described in Section V.E. and effect the Mergers herein provided, or (b) terminate this Agreement. If such defects have not been cured to the reasonable satisfaction of PETROHAWK two (2) Business Days prior to the date of Closing, and if such defects or errors which exist with respect to the Properties of all of the Limited Partnerships and the cost to remedy or cure environmental defects disclosed pursuant to Section VI.C. and the casualty losses occasioned pursuant to Paragraph VII collectively diminish the value of the Properties by an aggregate amount in excess of the Deductible Amount, but do not diminish the value of the Properties by the Termination Amo...

Conditions; Effect of Defects. The obligations of PURCHASER hereunder are subject to its review of the title of LNP to the LNP PROPERTIES and its confirmation on or before five (5) full business days prior to the date of Closing that LNP has Marketable Title to each LNP PROPERTY, free and clear of all liens, security interests and encumbrances other than Permitted Encumbrances. If on or prior to five (5) full business days prior to the date of Closing, PURCHASER delivers to SELLERS written notice setting forth (1) defects which render the title of LNP to a particular LNP PROPERTY or an interest therein other than Marketable Title (a “Title Defect”), or (2) errors made in the calculation of working interests or revenue interests set forth on Appendix I (“Interest Error”), and (3) the diminution in the value of the LNP PROPERTIES which is occasioned by such defect or error, SELLERS shall cause LNP to use its best efforts and endeavors prior to Closing to cure such defect or defects. If such defect has not been cured three (3) full business days prior to the date of Closing, and if no agreement in respect thereto has been reached by SELLERS and PURCHASER, and if such defects or errors which exist diminish the value of the LNP PROPERTIES by the aggregate sum of One Hundred Thousand Dollars ($100,000) or more, PURCHASER shall have the right and option to elect to: (a) waive such defect or defects and proceed to Closing, or (b) terminate this agreement. PURCHASER shall notify SELLERS of the election provided it in this Section V.D. prior to the date of Closing, and the failure of PURCHASER to so notify SELLERS of its election prior to such time shall constitute an election by PURCHASER not to terminate this agreement.