Defect Adjustments. Upon delivery of a timely Environmental Defect Notice, the Parties shall proceed as follows:
Defect Adjustments. If the Assets are affected by Title Defects (excluding any Leases excluded pursuant to Section 4.7), the Purchase Price will be reduced under Section 2.3 by the amount of the Defect Values unless with respect to a Title Defect: (i) Buyer agrees to waive the Title Defect, or (ii) Sellers cure the Title Defect on or before 5:00 p.m. Mountain Time three (3) days before Closing.
Defect Adjustments. (i) Subject to subsections 4.2(a) and (b), if an Asset is a Defective Interest, the Purchase Price will (so long as the Threshold Value is exceeded and subject to the limitation in the next succeeding sentence) be reduced under Section 2.4 by the corresponding Defect Value (which reduction is called a "Defect Adjustment") unless, at Seller's election, (i) the basis for treating such property as a Defective Interest has been removed by Seller at its sole cost and expense prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure such Title Defect no later than 90 days after Closing, (iv) Seller elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect, or (v) Seller elects on or before Closing to retain the affected property (the "Excluded Asset") as of the Effective Time in which case the Defect Adjustment shall equal the Allocated Value of the Excluded Asset. If Seller elects not to pursue any of its options in the previous sentence, the Purchase Price shall be adjusted in the amount of the aggregate of all Defect Adjustments (other than Defect Adjustments for Excluded Assets), net of Interest Addition Adjustments.
Defect Adjustments. If the Assets are affected by Title Defects (excluding any Leases excluded pursuant to the last sentence of this Section 4.6, Section 4.7 or Section 4.8) with an aggregate Defect Value in excess of five percent (5%) of the Purchase Price (the "Title Deductible"), the Purchase Price will be reduced under Section 2.3 by the amount by which such aggregate Defect Values exceed the Title Deductible unless with respect to a Title Defect: (i) Buyer agrees to waive the Title Defect, or (ii) Seller cures the Title Defect on or before 5:00 p.m. Mountain Time one (1) day before Closing. Seller shall have the right to elect (at or prior to Closing) to exclude and retain any Lease affected by Title Defects, in which event such Lease shall be excluded from the Assets to be assigned to Buyer at the Closing and the Purchase Price shall be reduced by an amount equal to the Per Acre Price multiplied by the number of Net Acres for such excluded Lease.
Defect Adjustments. Upon receipt of the Environmental Defect Notice:
Defect Adjustments. The parties shall proceed as follows:
Defect Adjustments. With respect to adjustments to the Purchase Price for Title Defects, the Parties agree as follows:
Defect Adjustments. If an Asset is affected by an undisputed Title Defect and the Parties have agreed upon the Defect Value attributable thereto, the Purchase Price will be reduced by the Defect Value attributable thereto unless Sellers cure the Title Defect on or before 5:00 p.m. Central Time three (3) days before Closing.
Defect Adjustments. No adjustments to the Purchase Price shall be made unless and until the aggregate Title Defect Value exceeds $30,000. In its Title Defect Notice, Treaty shall identify Leases of its choice (the “Included Leases”) that suffer Title Defects in an amount equal to the lesser of (i) the aggregate Title Defect Value of all uncured Title Defects or (ii) $30,000. HighGround shall be under no obligation to cure Title Defects in the Included Leases; instead, HighGround’s entire interest in all of the Included Leases shall be assigned to Treaty at Closing, without any reduction in the Purchase Price and without any continuing liability or responsibility on the part of HighGround in respect of such Title Defects. If, however, the aggregate value of all uncured Title Defects exceeds $30,000, then, only as to Leases suffering from Title Defects that are not Included Leases, each such Lease will not be assigned to Treaty at Closing and the Purchase Price will be reduced at Closing by the Title Defect Value, unless (i) HighGround elects to cure the Title Defect prior to Closing, (ii) Treaty agrees to waive the relevant Title Defect, (iii) HighGround elects on or before Closing to cure such Title Defect no later than 90 days after Closing, or (iv) HighGround, with Treaty’s consent, elects on or before Closing to indemnify Treaty against any loss attributable to the relevant Title Defect. (c) Post-Closing Cure.
Defect Adjustments. 1. If an Asset is affected by a Title Defect, the Purchase Price will be reduced in the Final Settlement Statement and as set forth below, unless, at Sellers’ election: (i) Sellers cure the Title Defect prior to the Final Settlement Date, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Sellers elect on or before the Final Settlement Date to cure such Title Defect no later than 990 days after closing; (iv) Sellers elect on or before the Settlement Date to indemnify Buyer against any loss attributable to the relevant Title Defect or (v) Sellers elect to exclude the affected Asset from the Transaction and reduce the Purchase Price accordingly.
