Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and,
(a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure;
(b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed;
(c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest;
(d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded;
(e) Any liability to accoun...
Failure of Title. If title is not marketable or not insurable, as required in this Section, and despite Seller’s payment of monetary encumbrances (including, but not limited to, assessments such as GFC’s, CFR;s, ULID’s, RID’s, etc.) and best efforts to correct title defects prior to Closing, then Purchaser’s sole election shall be to either waive such defects, or to terminate this Agreement and receive a refund of the xxxxxxx money. Nothing in this provision shall diminish or affect any covenants or warranties given in any deed or other conveyance at Closing.
Failure of Title. If on the Closing Date title to the Real Property is not insurable or is subject to any Unpermitted Exceptions and the Seller is unable or unwilling to cure the same, the Purchaser may elect, as its sole right and remedy, either (a) to accept such title to the Real Property as the Seller holds, with no abatement of the Purchase Price (except to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (b) to terminate this Agreement and proceed pursuant to Section 10.1 below.
Failure of Title. If on or before the Closing Date title to the Premises is not insurable as set forth in the third sentence of subparagraph (a) above and Seller does not elect to cure same as provided in subparagraph (c)(A) above, Buyer may elect, as its sole right and remedy by reason thereof, within five (5) business days of Seller’s notice in accordance with the penultimate sentence of subparagraph (c) above, either (i) to take such title to the Premises as Seller can convey, with no abatement of the Purchase Price (except as set forth below) or (ii) upon written demand by Buyer to Seller and Escrowee, to terminate this Agreement and receive the return of the Deposit. Notwithstanding the foregoing provisions of this Paragraph 4, Seller shall be obligated to cause the removal of (a) the existing mortgage in the original principal amount of $165,163,000 recorded as Document 88338689, (b) the existing mortgage in the original principal amount of $100,000,000 recorded as Document 09062702, and (c) any other monetary lien arising as a result of actions by Seller for a liquidated sum of up to $500,000 filed against the Premises prior to Closing, other than the liens referred to in Paragraph 19(b). It is understood, however, that a condition to Buyer’s obligation to close shall be the removal of all monetary liens. Upon the return of the Deposit, this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for the indemnity obligations of Buyer to Seller as set forth in this Agreement and such of Seller’s rights as set forth in Paragraph 23(g), which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller.
Failure of Title. Any defects of title that may develop shall be the joint responsibility of all parties and, if a title loss occurs, it shall be the loss of all parties, with each bearing its proportionate part of the loss and of any liabilities incurred in the loss. If such a loss occurs, there shall be no change in, or adjustment of, the interests of the parties in the remaining portion of the Unit Area or Area of Interest.
Failure of Title. If at the Skylift Closing or on the Closing Date, as applicable, title to the Real Property is not insurable or if the Assets are subject to any Encumbrance or title defect which is not a Permitted Encumbrance, and the Seller is unable to cure the same, the Purchaser may elect, as its sole right and remedy, either (i) to take such title to the Assets as the Seller can convey, with no abatement of the Purchase Price (except to the extent of monetary liens and security interests of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement. Seller shall obtain a release of all mortgages, liens and security interests encumbering the Real Property or the Tangible Personal Property, other than Permitted Encumbrances, prior to the Skylift Closing with respect to the Skylift Assets and prior to Closing with respect to the Cypress Assets. Seller and Purchaser acknowledge the existence of certain survey defects with respect to the Skylift Premises which the Purchaser and Seller have agreed to resolve in the manner described in Section 4.2.7 of this Agreement.
Failure of Title. If Seller shall be unable to convey title to the Property or any portion thereof at Closing in accordance with the provisions of this Agreement: (i) Seller shall, on or prior to the Closing, give notice of such inability (and the nature thereof) to Buyer; and (ii) Buyer may either accept such title as Seller can convey, without abatement of the Purchase Price, except as provided in Section 2.01, or terminate this Agreement, in which event the Deposit, less One Hundred Dollars ($100.00) which shall be paid to Seller as consideration for entering into this Agreement, shall be immediately returned to Buyer. If such inability is due to the act or omission of Seller, however, Seller shall be in default and Buyer shall have the rights set forth in 7.02 below.
Failure of Title. In the event Seller is unable (through no fault of Seller) to convey title to the Property on the Closing Date in accordance with the provisions of this Agreement, Seller shall, on or before the Closing Date, give notice of such inability (and the nature thereof) to Purchaser, and Purchaser may either (i) accept such title as Seller can convey, without any reduction of the Purchase Price, or (ii) terminate this Agreement by written notice to Seller and Escrow Agent given on or before the Closing Date, in which event the Deposit shall be returned to Purchaser and neither party shall have any further right or obligation hereunder except with respect to those obligations which expressly survive such a termination.
Failure of Title. If for any reason whatsoever, the Title Company cannot furnish Lender with the Confirmatory Report, this Agreement shall terminate, and Borrower and Lender shall be released of all liabilities and obligations hereunder, and the $5,000 deposited in escrow by the Lender with the Title Company, shall be returned to the Lender; provided, however, that (a) the Lender may waive any title exception or defect which is not among Title Exceptions, and (b) Borrower shall have thirty (30) days after being advised by the Title Company of such a title exception or defect not so waived in which to cure the same.
Failure of Title. If on the Closing Date title to the Premises is not insurable because of a material defect in title arising during the period from the date hereof until Closing (the "Title Run-Down") and which Seller cannot cure prior to the Closing Date, Buyer may elect, as its sole right and remedy, either (i) to take such title to the Premises as Seller can convey, with abatement of the Purchase Price only to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price or (ii) to terminate this Agreement and receive on written demand to Seller and Escrowee the return of the Deposit. Upon the return of the Deposit, this Agreement shall be null and void, neither party shall have any further rights or obligations under this Agreement (except for the confidentiality and indemnity obligations of Buyer to Seller as set forth in Paragraph 16 of this Agreement which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller.
