Notice of Asserted Title Defects Sample Clauses

Notice of Asserted Title Defects. From time to time prior to the expiration of the Title Examination Period, as soon as reasonably practicable following Buyer’s identification of Title Defects with respect to the Leases and/or the Xxxxx, Buyer will furnish to Seller written notices specifying in detail each matter which, in Buyer’s opinion, constitutes a Title Defect to a Lease or Well and which Buyer wishes to assert as a Title Defect, together with the dollar amount allocated to each such asserted Title Defect (“Title Defect Amount”) as estimated by Buyer (each such notice being called a “Title Defect Notice”). The Title Defect Notice shall include all documents in support of Buyer’s assertion of a Title Defect.
Sample 1
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Notice of Asserted Title Defects. Prior to the expiration of the period commencing on the execution of this Agreement and ending five (5) days prior to the Closing Date (the "Title Examination Period"), Buyer shall furnish to Seller written notice specifying in reasonable detail each matter which, in Buyer's opinion, constitutes a Title Defect and which Buyer wishes to assert as a Title Defect hereunder, together with the Defect Amount estimated by Buyer for each such asserted Title Defect (each such notice being called a "Title Defect Notice"). The Title Defect Notice shall include all documents in support of Buyer's assertion of a Title Defect. Any Title Defects not asserted on or before the expiration of the Title Examination Period with respect to the Assets, shall be deemed conclusively to be Permitted Encumbrances. Failure by Buyer to identify all Assets (or to identify all portions of an Asset) which are subject to a particular Title Defect in a Title Defect Notice shall not prevent Buyer from asserting such Title Defect in separate or subsequent Title Defect Notices, subject to otherwise timely asserting such Title Defect prior to the expiration of the Title Examination Period.
Sample 1
Notice of Asserted Title Defects. (a) If EnCana discovers any Title Defect affecting any portion of the Leases, EnCana may notify STML of such alleged Title Defect from time to time prior to the expiration of the Examination Period. To be effective, such notice (“Title Defect Notice”) must: (i) be in writing; (ii) be received by STML prior to the expiration of the Examination Period; (iii) describe the Title Defect in reasonable detail including the basis therefor (including any alleged variance in the Net Revenue Interest or Working Interest of any Lease) and provide any supporting documents in EnCana’s possession; (iv) identify the specific Lease to which such Title Defect relates; and (v) include the Title Defect Amount attributable to such Title Defect, as determined by EnCana in good faith. (b) Except for EnCana’s remedies for any breach by STML of its special warranty of title under the Assignment, at the end of the Examination Period, any matters that may otherwise constitute a Title Defect, but of which STML has not been specifically notified by EnCana in accordance with the foregoing, will be deemed to have been waived by EnCana for all purposes.
Sample 1
Notice of Asserted Title Defects. From time to time prior to the expiration of the Title Examination Period, as soon as reasonably practic able following Buyer’s identification of Title Defects with respect to the Leases, Buyer will furnish to Seller written notices specifying in detail each matter which, in Buyer’s opinion, constitutes a Title Defect to a Well or Valued Location and which Buyer wishes to assert as a Title Defect, together with the value allocated to each such asserted Title Defect in accordance with this Title Defect Mechanism (the “Title Defect Amount”) as estimated by Buyer (each such notice being called a “Title Defect Notice”). The Title Defect Notice shall include all documents in support of Buyer’s assertion of a Title Defect.
Sample 1
Notice of Asserted Title Defects. Notice in Response to Purchaser's Notice . 47 (d) Method of Determination of Defect Amounts. 47 (e) Shareholders' Pre-Closing Election . . . . 48 (f) Pre-Closing Adjustment for Uncured Title Defects . . . . . . . . . . . . . . 49 (g) Resolution or Cure of Title Defects. . . . 49 (h) Arbitration. . . . . . . . . . . . . . . . 50 (i) Post-Closing Adjustment for Uncured Title Defects . . . . . . . . . . . . . . 51 9.2
Sample 1
Notice of Asserted Title Defects. Prior to the expiration of the period commencing on the execution of this Agreement and ending on the first anniversary of the Closing Date (the "Title Examination Period"), Purchaser shall furnish to Shareholders written notice specifying in reasonable detail each matter which Purchaser in good faith asserts is a Title Defect hereunder, together with the Defect Amount estimated in good faith by Purchaser for each such asserted Title Defect and a reasonably detailed explanation of the computation of and basis for such Defect Amount (each such notice, a "Title Defect Notice"). Any Title Defects not asserted by Purchaser on or before the expiration of the Title Examination Period with respect to any of the Oil and Gas Properties shall be deemed conclusively to be Permitted Encumbrances. Furthermore, if (i) on or before the second (2nd) Business Day prior to the Closing Date, Purchaser has knowledge of the verification of the existence of a Title Defect affecting a Significant Property by way of a title opinion or other written title report delivered to, or obtained, generated or reviewed by Purchaser in connection with its title review conducted pursuant to this Section 9.1 and possesses information in such detail as will enable Purchaser to furnish Shareholders a Title Defect Notice with respect to such Title Defect and (ii) Purchaser fails to assert such Title Defect pursuant to this Section 9.1 on or before 5:00 p.m. on the second (2nd) Business Day prior to the Closing Date, then such Title Defect shall be deemed conclusively to be a Permitted Encumbrance with respect to such Property. Anything herein to the contrary notwithstanding, after 5:00 p.m. on the second (2nd) Business Day prior to the Closing Date, Purchaser may only assert as Title Defects relating to the Significant Properties those Title Defects which Purchaser asserts in good faith were created by, through or under the Companies, the Subsidiary or any of their Affiliates prior to the Closing (including Title Defects which could have been asserted but for the failure of any summary delivered by the Companies or the Subsidiary pursuant to Section 9.1(a) above to accurately and completely set forth (i) the information required to be presented therein, and (ii) any contracts, agreements or other contractual obligations relating to the Significant Property in question to which such entity is a party or under which such entity has obtained an assignment of rights). Anything herein to the contrary...
Sample 1
Notice of Asserted Title Defects. (a) If Buyer discovers any Title Defect affecting any portion of the Leases, Buyer may notify Sellers of such alleged Title Defect from time to time prior to the expiration of the Examination Period. To be effective, such notice (“Title Defect Notice”) must: (i) be in writing; (ii) be received by Sellers prior to the expiration of the Examination Period; (iii) describe the Title Defect in reasonable detail including the basis therefore (including any alleged variance in the Lease Net Revenue Interest, Sellers’ Working Interest, or Sellers’ Net Mineral Acres in any Lease) and provide any supporting documents in Buyer’s possession; (iv) identify the specific Lease to which such Title Defect relates; and (v) include the Title Defect Amount attributable to such Title Defect, as determined by Buyer in good faith. (b) Except for Buyer’s remedies for any breach by Sellers of their special warranty of title under the Assignment, at the end of the Examination Period, any matters that may otherwise constitute a Title Defect, but of which Sellers have not been specifically notified by Buyer in accordance with the foregoing, will be deemed to have been waived by Buyer for all purposes.
Sample 1
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Notice of Asserted Title Defects. If Buyer discovers any Title Defect affecting any Lease set forth on Schedule 3.4(b), Buyer may notify Seller of such alleged Title Defect from time to time prior to the expiration of the Examination Period, provided that such allegation is made in good faith. To be effective, such notice (“Title Defect Notice”) must: A. be in writing, B. be received by Seller prior to the expiration of the Examination Period, C. describe the Title Defect in reasonable detail including the basis therefore (including any alleged variance in the Net Acres, Net Revenue Interest or Working Interest of any Property) and any supporting documents, D. identify the specific Assets to which such Title Defect relates, and E. include the value of such Title Defect as determined by Buyer in good faith. Notwithstanding anything to the contrary herein, at the end of the Examination Period, any matters that may otherwise constitute a Title Defect, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, will be deemed to have been waived by Buyer for all purposes.
Sample 1

Related to Notice of Asserted Title Defects

  • Notice of Asserted Liability Promptly after receipt by any party hereto (the "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) obligated to provide indemnification pursuant to Section 9.01 or 9.02 (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee.

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

  • 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. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).

  • Notice of Title Defects (a) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller by 5:00 p.m. Central Standard Time on the expiration date of the Examination Period and (iii) describe the Title Defect in reasonable detail, to the extent then reasonably known by Buyer (including the estimated value of such Title Defect as determined by Buyer). Any matters that may otherwise constitute Title Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) subject to Section 3.05(a), attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C. (c) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount reasonably expected to be necessary to be paid to remove the lien from the affected Asset. (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or unit or Well location is less than that stated in Exhibit C or the Working Interest attributable to any Well or unit or Well location is greater than that stated in Exhibit C, then the Title Defect Value shall take into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. (iii) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the life of the affected Asset. (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (v) The Title Defect Value shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Wxxxx, units or other Assets affected thereby. (vii) Such other factors as are reasonably necessary to make a proper evaluation.

  • Claim Notice A Party that seeks indemnity under this Article X (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

  • Title Warranty Assignor warrants that: a. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, and further except as a consequence of the formation of a unit, neither Assignor nor any parent, subsidiary or affiliate of Assignor during their respective periods of ownership has (A) executed any deed, conveyance, assignment or other instrument as an assignor, grantor, sublessor or in another capacity or (B) has breached any obligation under any Lease that would (i) result in Assignee's being entitled to receive less than the net revenue interest for any Lease, well or unit set forth in Exhibit 1 of all oil and gas in, under, and that may be produced, saved and marketed from or attributable to such Lease, well or unit, or (ii) obligate Assignee to bear the costs and expenses relating to the maintenance, development and operation of such Lease, well or unit in an amount greater than the working interest for such Lease, well or unit set forth in Exhibit 1, unless the net revenue interest attributable to said working interest is increased by a proportionate or greater amount; and b. Except as specifically set forth in the Purchase and Sale Agreement described in Article 10. below or under the contracts and agreements listed in Exhibit 1 to this Assignment, the Assets are free of all liens, security interests and encumbrances; (the limited warranty set forth in subparagraphs (a) and (b) above shall hereinafter be referred to as the Special Limited Warranty ). Assignor shall convey the Assets with no warranty whatsoever other than the Special Limited Warranty, but with full substitution and subrogation to Assignee in and to all covenants, agreements, representations and warranties made by others heretofore given or made in connection with the Assets or any part thereof.

  • Notice of Loss; Third Party Claims (a) An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for a Loss under this Article VIII, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

  • Environmental Defects If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • Sending a Claim Notice Before beginning a lawsuit, mediation or arbitration, you and we agree to send a written notice (a claim notice) to each party against whom a claim is asserted, in order to provide an opportunity to resolve the claim informally or through mediation. Go to xxxxxxxxxxxxxxx.xxx/ claim for a sample claim notice. The claim notice must describe the claim and state the specific relief demanded. Notice to you may be provided by your billing statement or sent to your billing address. Notice to us must include your name, address and Account number and be sent to American Express ADR c/o CT Corporation System, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the claim proceeds to arbitration, the amount of any relief demanded in a claim notice will not be disclosed to the arbitrator until after the arbitrator rules.

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