Common use of Cure of and Remedies for Title Defects Clause in Contracts

Cure of and Remedies for Title Defects. Seller shall have the right, but not the obligation, in its sole discretion, to attempt to cure (or to cause the Company to attempt cure), at Seller’s sole cost, any asserted Title Defect during the period until the date that is ninety (90) days following the Closing Date (the “Cure Deadline”) by giving written notice to Buyer of its election to cure such Title Defect prior to the Closing Date. If Seller elects to cure and actually cures a Title Defect prior to the Closing, then no Purchase Price adjustment will be made for such Title Defect and Buyer will be deemed to have waived such Title Defect for all purposes. Subject to Seller’s continuing right to cure or dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect validly asserted by Buyer is not waived in writing by Buyer or cured prior to Closing, then, subject to the Title Threshold Amount and the Title Deductible Amount, Seller shall, at its sole discretion, elect to:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Civitas Resources, Inc.), Membership Interest Purchase Agreement (Civitas Resources, Inc.)

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Cure of and Remedies for Title Defects. In its sole discretion, Seller shall have the right, but not the obligation, in its sole discretion, to attempt to cure (or or, prior to Closing, to cause the Company to attempt to cure), at Seller’s sole cost, ) any asserted Title Defect during the period until the date that is ninety one hundred and twenty (90120) days following the Closing Date (the “Cure Deadline”) by giving written notice to Buyer of its election to cure such Title Defect prior to the Closing Date. From and after Closing, Buyer shall take all actions reasonably requested by Seller to assist with the cure or removal of any such Title Defects; provided that such actions shall not require Buyer to incur any costs with respect to such assistance. If Seller elects to cure and actually cures a any Title Defect prior to the Closing, then no adjustment to the Base Purchase Price adjustment will be made for such Title Defect and Buyer will be deemed to have waived such Title Defect for all purposes. Subject to Seller’s continuing right to cure or dispute the existence of a Title Defect or the Title Defect Amount asserted with respect theretoto a Title Defect, in the event that any Title Defect validly asserted by Buyer Xxxxx is not waived in writing by Buyer or cured prior to Closing, then, subject to the Title Threshold Amount and the Title Deductible Amount, Seller shall, at its sole discretion, elect to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Callon Petroleum Co)

Cure of and Remedies for Title Defects. In its sole discretion, Seller shall have the right, but not the obligation, in its sole discretion, to attempt to cure (or or, prior to Closing, to cause the Company to attempt to cure), at Seller’s sole cost, ) any asserted Title Defect during the period until the date that is ninety one hundred and twenty (90120) days following the Closing Date (the “Cure Deadline”) by giving written notice to Buyer of its election to cure such Title Defect prior to the Closing Date. From and after Closing, Buyer shall take all actions reasonably requested by Seller to assist with the cure or removal of any such Title Defects; provided that such actions shall not require Buyer to incur any costs with respect to such assistance. If Seller elects to cure and actually cures a any Title Defect prior to the Closing, then no adjustment to the Base Purchase Price adjustment will be made for such Title Defect and Buyer will be deemed to have waived such Title Defect for all purposes. Subject to Seller’s continuing right to cure or dispute the existence of a Title Defect or the Title Defect Amount Value asserted with respect theretoto a Title Defect, in the event that any Title Defect validly asserted by Buyer Xxxxx is not waived in writing by Buyer or cured prior to Closing, then, subject to the Title Threshold Amount and the Title Deductible Amount, Seller shall, at its sole discretion, elect to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Callon Petroleum Co)

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Cure of and Remedies for Title Defects. Seller shall have the right, but not the obligation, in its sole discretion, to attempt to cure (or to cause the Company Target Group to attempt cure), at Seller’s sole cost, any asserted Title Defect during the period until the date that is ninety (90) days following the Closing Date (the “Cure Deadline”) by giving written notice to Buyer of its election to cure such Title Defect prior to the Closing Date. If Seller elects to cure and actually cures a the Title Defect prior to the Closing, then no Purchase Price adjustment will be made for such Title Defect and Buyer will be deemed to have waived such Title Defect for all purposes. Subject to Seller’s continuing right to cure or dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect validly asserted by Buyer is not waived in writing by Buyer or cured prior to Closing, then, subject to the Title Threshold Amount and the Title Deductible Amount, Seller shall, at its sole discretion, elect to:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (EQT Corp)

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