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 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.
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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:
Sample 1
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:
Sample 1
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:
Sample 1
Notice of Asserted Title Defects. 46 (c) 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
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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 Xxxxx (each such notice being called a “Title Defect Notice”). The Title Defect Notice shall include all documents in support of Xxxxx’s assertion of a Title Defect.
Sample 1

Related to Notice of Asserted Title Defects

  • Title Defects If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

  • 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.

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