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: (i) convey the affected Title Defect Property to Buyer (indirectly by virtue of conveying the Target Interests) at Closing and reduce the Closing Cash Payment by the Title Defect Amount set forth in the Title Defect Notice for such Title Defect, taking into account the Title Threshold Amount and Title Deductible Amount, which Title Defect Amount will be deposited into an escrow sub-account established pursuant to the Escrow Agreement (the “Defect Escrow Account”) at Closing; provided, however, that (A) if Seller fails to cure such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Buyer or (B) if Seller cures such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Seller; (ii) if Seller does not elect to attempt to cure such asserted Title Defect, reduce the Purchase Price payable to Seller at Closing (as shall be reflected in the Adjustment Amount) pursuant to Section 2.3(a)(ii)(A) by an amount equal to the Title Defect Amount attributable to such Title Defect; or (iii) if Buyer consents in writing, indemnify Buyer and (after Closing) the Company against all Losses resulting from such Title Defect pursuant to a customary indemnity agreement in a form mutually agreeable to the Parties.

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: (i) convey the affected Title Defect Property to Buyer (indirectly by virtue of conveying the Target Interests) at Closing and reduce the Purchase Price payable to Seller at Closing Cash Payment by the Title Defect Amount set forth in the Title Defect Notice for such Title Defect, taking into account the Title Threshold Amount and Title Deductible Amount, which Title Defect Amount will be deposited into an escrow sub-account established pursuant to the Escrow Agreement (the “Defect Escrow Account”) at Closing; provided, however, that (A) if Seller fails to cure such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Buyer or (B) if Seller cures such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Seller; (ii) if Seller does not elect to attempt to cure such asserted Title Defect, reduce the Purchase Price payable to Seller at Closing (as shall be reflected in the Adjustment Amount) pursuant to Section 2.3(a)(ii)(A2.3(b)(ii)(D) by an amount equal to the Title Defect Amount attributable to such Title Defect; or; (iii) if Buyer consents in writing, indemnify Buyer and (after Closing) the Company Target Group against all Losses resulting from such Title Defect pursuant to a customary indemnity agreement in a form mutually agreeable to the Parties; or (iv) if Buyer’s asserted Title Defect Amount attributable to a Title Defect equals or exceeds one hundred percent (100%) of the Allocated Value of the applicable Title Defect Property, convey to Seller’s designated Affiliate at Closing either (A) the Title Defect Property or (B) if the Title Defect Property is a Well, the drilling and spacing unit in which the Title Defect Property is located along with all other Oil & Gas Assets located within such drilling and spacing unit, and, in such case, reduce the Purchase Price by the Allocated Values of such excluded Oil & Gas Assets (which such excluded Oil & Gas Assets will become Retained Assets).

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: (i) convey the affected if Seller elects to cure such asserted Title Defect Property to Buyer (indirectly by virtue of conveying the Target Interests) at Closing and Defect, reduce the Closing Cash Payment payable to Seller at the Closing by the Title Defect Amount set forth reasonably asserted by Buyer in good faith in the Title Defect Notice for such Title Defect, taking into account the Title Threshold Amount and Title Deductible Amount, which . Any such Title Defect Amount will be deposited by Xxxxx into an escrow sub-account established pursuant to the Escrow Agreement (the “Defect Escrow Account”) at Closing; provided, however, . In the event that (A) if Seller fails to cure such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer Xxxxx shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Buyer or Buyer. Alternatively, (BA) if Seller cures such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction to the Escrow Agent to release the escrowed Title Defect Amount attributable to such Title Defect to Seller;Seller or (B) if the Parties agree that Seller has only partially cured such Title Defect that Seller elected to cure post-Closing pursuant to Section 3.1(e), the Parties shall reasonably agree upon the portion of the Title Defect Amount attributable to such Title Defect that should be released to Buyer from the Defect Escrow Account to compensate Buyer for the uncured portion of the Title Defect and the remaining portion of such amount shall be released to Seller in accordance with the terms of the Escrow Agreement; or (ii) if Seller does not elect to attempt to cure such asserted Title Defect, reduce the Base Purchase Price payable to Seller at Closing (as shall be reflected in the Adjustment Amount) pursuant to Section 2.3(a)(ii)(A2.3(b)(ii)(D) by an amount equal to the Title Defect Amount attributable to such Title Defect; or (iii. If Xxxxxx does not deliver to Buyer a notice of election with respect to the remedies set forth in this Section 3.1(e) prior to the Closing Date, then Seller shall be deemed to have elected the remedy set forth in Section 3.1(e)(i). Notwithstanding anything to the contrary set forth in this Article 3, until the Closing, Buyer shall have the right to withdraw any Title Defect asserted by Buyer, in which case this Agreement shall be construed as if Buyer consents in writing, indemnify Buyer and (after Closing) the Company against all Losses resulting from such Title Defect had never been asserted, and such withdrawal by Buyer shall constitute a waiver of (x) Buyer’s right to receive an adjustment to the Base Purchase Price pursuant to this Agreement and (y) Buyer’s right to assert a customary indemnity agreement breach of the special warranty of Defensible Title set forth in a form mutually agreeable Section 7.32, in each case, solely with respect to the Partiessuch withdrawn Title Defect.

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: (i) convey the affected if Seller elects to cure such asserted Title Defect Property to Buyer Defect, then at Seller’s election, in its sole discretion, either (indirectly by virtue of conveying the Target InterestsA) at Closing and reduce the Closing Cash Payment payable to Seller at the Closing shall be reduced by an amount equal to the Title Defect Value (or portion thereof) reasonably asserted by Buyer in good faith in the applicable Title Defect Notice (any such amount, together with any amounts deposited into the Cash Defect Escrow Account pursuant to Section 3.1(h), the “Title Escrow Amount”) or (B) the Closing Stock Amount set forth in shall be reduced by a number of shares of Parent Common Stock equal to the Title Defect Notice Value (or portion thereof) for such Title DefectDefect reasonably asserted by Buyer in good faith in the applicable Title Defect Notice (any such number of shares of Parent Common Stock calculated by dividing such amount by the greater of (1) the Specified Reference Price and (2) the Closing Reference Price) (such shares of Parent Common Stock, together with any shares of Parent Common Stock deposited into the Stock Defect Escrow Account pursuant to Section 3.1(h), the “Title Escrow Shares”), in each case, taking into account the Title Threshold Amount and the Title Deductible Amount; provided that, which if directed by Seller (as determined in Seller’s sole discretion), Buyer shall deposit such portion of the Title Defect Value into the Cash Defect Escrow Account or Stock Defect Escrow Account as may be directed by Seller, in which case the relevant provisions of this Agreement shall be construed accordingly. For purposes of the foregoing, (x) any such Title Escrow Amount will be deposited by Buyer into an escrow sub-account established pursuant to the Cash Escrow Agreement (the “Cash Defect Escrow Account”) at Closing and (y) any such Title Escrow Shares will be deposited by Buyer into an escrow account established pursuant to the Stock Escrow Agreement (the “Stock Defect Escrow Account”) at Closing; provided, however, . In the event that (A) if Seller fails to cure such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction instructions to the Escrow Agent to release the escrowed Title Defect Escrow Amount or Transfer Agent to release number of Title Escrow Shares, as applicable, attributable to such Title Defect to Buyer or Buyer. Alternatively, (BI) if Seller cures such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver a joint written instruction instructions to the Transfer Agent to release the number of Title Escrow Shares or Escrow Agent to release the escrowed Title Defect Amount Escrow Amount, as applicable, attributable to such Title Defect to Seller;Seller or (II) if the Parties agree that Seller has only partially cured such Title Defect that Seller elected to cure post-Closing pursuant to Section 3.1(e), the Parties shall reasonably agree upon the Title Escrow Amount or number of Title Escrow Shares (using the value per share at which the shares are contributed), as applicable, attributable to such Title Defect that should be released to Buyer from the Cash Defect Escrow Account or Stock Defect Escrow Account to compensate Buyer for the uncured portion of the Title Defect and the remaining Title Escrow Amount or Title Escrow Shares shall be released to Seller in accordance with the terms of the Cash Escrow Agreement or Stock Escrow Agreement, as applicable; or (ii) if Seller does not elect to attempt to cure such asserted Title Defect, reduce the Base Purchase Price payable to Seller at Closing (as shall be reflected in the Adjustment Amount) pursuant to Section 2.3(a)(ii)(A2.3(b)(ii)(D) by an amount equal to the Title Defect Amount Value attributable to such Title Defect; or (iii. If Xxxxxx does not deliver to Buyer a notice of election with respect to the remedies set forth in this Section 3.1(e) prior to the Closing Date, then Seller shall be deemed to have elected the remedy set forth in Section 3.1(e)(i). Notwithstanding anything to the contrary set forth in this Article 3, until the Closing, Buyer shall have the right to withdraw any Title Defect asserted by Buyer, in which case this Agreement shall be construed as if Buyer consents in writing, indemnify Buyer and (after Closing) the Company against all Losses resulting from such Title Defect had never been asserted, and such withdrawal by Buyer shall constitute a waiver of (x) Buyer’s right to receive an adjustment to the Base Purchase Price pursuant to this Agreement and (y) Buyer’s right to assert a customary indemnity agreement breach of the special warranty of Defensible Title set forth in a form mutually agreeable Section 7.32, in each case, solely with respect to the Partiessuch withdrawn Title Defect.