Disputed Defects Sample Clauses

Disputed Defects. (i) Sellers’ Representative and Purchaser shall use good faith efforts to agree prior to and after Closing on the interpretation and effect of this ‎Article 3 and the validity and determination of all Title Benefits, Title Benefit Amounts, Defects and Defect Amounts (or the cure thereof). If Sellers’ Representative and Purchaser are unable to agree on the scope, interpretation and effect of this ‎Article 3, the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects or Defect Amounts by the Closing Date, then, subject to ‎Section 3.2(d), Purchaser shall deliver the Defect Escrow Amount to the Escrow Agent at Closing to be held pursuant to the terms hereof and the terms of the Escrow Agreement. If Sellers’ Representative and Purchaser are unable to agree on the interpretation and effect of this ‎Article 3, the existence, cure or amount of any Title Benefits, Title Benefit Amounts, Defects or Defect Amounts, the Allocated Value of any Lease or Well, or any other matter related to title to the Leases or Wxxxx by the date one hundred (100) days after the Closing Date, then, subject to ‎Section 3.2(f) and ‎Section 3.2(g), all such disputed interpretations and effect of this ‎Article 3 and all Title Benefits, Title Benefit Amounts, Title Defects and Defect Amounts regarding Title Defects, the Allocated Value of any Lease or Well, or any other matter related to title to the Lease or Well in dispute shall be exclusively and finally resolved pursuant to this ‎Section 3.2(i). During the ten (10) Business Day period following the date one hundred (100) days after the Closing Date, (A) disputes as to the interpretation and effect of this ‎Article 3 and all Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts in dispute shall be submitted to a title attorney that has at least ten (10) years’ experience in oil and gas titles in the state where the applicable Asset is located as selected by mutual agreement of Purchaser and Sellers’ Representative or absent such agreement during such ten (10) Business Day period, by the Houston, Texas office of the AAA using customary procedures of the AAA (the “Title Referee”) and (B) disputes with respect to Environmental Defects or Defect Amounts regarding Environmental Defects in dispute shall be submitted to a nationally recognized independent environmental consulting firm or environmental attorney experienced in resolving Environmental Liabilities mutually acceptable to Sellers’ Representative ...
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Disputed Defects. Defects which have been claimed by Buyer, but for which Supplier has denied responsibility, shall be reviewed by the Parties, and the Parties will make all reasonable efforts to amicably settle the disputed Defects. If amicable settlement is not possible, the Parties shall refer the dispute to binding arbitration pursuant to . The provisions of this Section shall not relieve Supplier of any liability for Defects that appear and are identified to Supplier within the Term of this Agreement.
Sample 1
Disputed Defects. (i) Seller and Purchaser shall use good faith efforts to agree prior to and after the Closing on the interpretation and effect of this Article 3 and the validity, cure or amount of any Title Benefits, Title Benefit Amounts, Defects and Defect Amounts. If Seller and Purchaser are unable to agree on the scope, interpretation, and effect of this Article 3, the validity, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts by the Closing Date, then, subject to Section 3.2(d), no adjustment shall be made to the Unadjusted Purchase Price at Closing and any post-Closing payment due to Seller or Purchaser shall be made in accordance with Section 3.2(f), Section 3.2(g) and Section 3.2(h). If Seller and Purchaser are unable to agree on the scope, interpretation and effect of this Article 3, the validity, cure, or amount of any Title Benefits, Title Benefit Amounts, Defects, or Defect Amounts, by the date 60 days after the Closing Date, then, subject to Section 3.2(f), Section 3.2(g) and Section 3.2(h), all such disputed interpretations and effect of this Article 3 and all Title Benefits, Title Benefit Amounts, Defects, and Defect Amounts shall be exclusively and finally resolved pursuant to this Section 3.2(i). During the 10 Business Day period following such date 60 days after the Closing Date, disputes as to the interpretation and effect of this Article 3 and all Title Benefits, Benefit Amounts or Defect Amounts in dispute shall be submitted to the Defect Referee for resolution through arbitration as provided hereafter.
Sample 1
Disputed Defects. (i) Tema and KLRE shall use good faith efforts to agree on the validity and determination of all Defects and Defect Amounts (or the cure thereof) and all Title Benefits and Benefit Amounts before the Closing Date. If Tema and KLRE are unable to agree on the scope, interpretation and effect of this Section 2.5 or the existence, cure or amount of any Defect or Defect Amount or the existence or amount of any Title Benefit or Benefit Amount by the Closing Date, then, Tema’s good faith estimate shall be used to determine the Estimated Consideration pursuant to Section 2.4. If Tema and KLRE are unable to agree on the scope, interpretation and effect of this Section 2.5 or existence, cure or amount of any Defect or Defect Amount or the existence or amount of any Title Benefit or Benefit Amount before the Closing Date, then such disputed interpretations and effects shall be exclusively and finally resolved pursuant to Section 2.4 and this Section 2.5(g) and Tema and KLRE shall submit such disputes for determination through arbitration to (A) with respect to unresolved Title Defects and Title Benefits, a title attorney that has at least ten (10) years of experience in oil and gas titles in the State of Texas as selected by mutual agreement of KLRE and Tema (the “Title Referee”) and (B) with respect to unresolved Environmental Defects, a nationally recognized independent environmental consulting firm mutually acceptable to both Tema and KLRE (the “Environmental Referee” and collectively with the Title Referee, each a “Defect Referee”). No Defect Referee shall have worked as an employee, environmental consulting firm, or outside counsel for any Party or any Affiliate of any Party during the ten (10) year period preceding the arbitration or have any financial interest in the dispute.
Sample 1
Disputed Defects. (i) Seller and Purchaser shall use good faith efforts to agree prior to and after Closing on the interpretation and effect of this Article 3 and the validity and determination of all Title Benefits, Title Benefit Amounts, Defects and Defect Amounts (or the cure thereof). If Seller and Purchaser are unable to agree on the validity and determination of any Title Benefit, Title Benefit Amount, Defect or Defect Amount (or the cure thereof) prior to the Closing Date, then Purchaser shall deliver the Defect Escrow Amount to the Escrow Agent at Closing to be held pursuant to the terms hereof and the terms of the Escrow Agreement and the affected Asset(s) subject to such Defects shall nonetheless be conveyed to Purchaser at Closing.
Sample 1

Related to Disputed Defects

  • Disputed Amounts 28.1.1 If any portion of an amount due to a Party (the “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, prior to the Xxxx Due Date, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each item; provided, however, a failure to provide such notice by that date shall not preclude a Party from subsequently challenging billed charges provided that such charges were paid. The Non-Paying Party shall pay when due all undisputed amounts to the Billing Party. Notwithstanding the foregoing, except as provided in Section 28.2, a Party shall be entitled to dispute only those charges for which the Date was within the immediately preceding eighteen (18) months of the date on which the other Party received notice of such Disputed Amounts.

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

  • Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).

  • Disputed Invoices If the Trader or the Distributor disputes a Tax Invoice (which includes a Revision Invoice) issued under this clause 9, the party disputing the invoice ("Disputing Party") must notify the other party ("Non-disputing Party") in writing and provide details as to the reasons why the Disputing Party disputes that invoice within 18 months of the date of the first Tax Invoice issued in respect of the Distribution Services charges the subject of the disputed Tax Invoice ("Invoice Dispute"). On receiving an Invoice Dispute notice, the Non-disputing Party must:

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