Notice of Title Benefits. On or before the Defect Notice Date, Seller shall have the right, but not the obligation, to advise Buyer in writing of any matters that in Seller's reasonable opinion constitute a Title Benefit with respect to Seller's title to all or any portion of the Leases and Xxxxx (a “Title Benefit Notice”). The Title Benefit Notice shall be in writing and contain the following: (i) a description of the Title Benefit, (ii) the Leases or Xxxxx (and the applicable zone(s) therein) affected by the Title Benefit (“Title Benefit Property”), (iii) the Allocated Values of the Leases or Xxxxx (and the applicable zone(s) therein) subject to such Title Benefit, (iv) supporting documentation reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, and (v) the amount by which the Seller reasonably believes the Allocated Value of those Leases or Xxxxx (and the applicable zone(s) therein) is increased by the Title Benefit, and the computations and information upon which Seller's belief is based. Seller shall be deemed to have waived all Title Benefits of which it has not given notice on or before the Defect Notice Date.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Petroleum Development Corp)
Notice of Title Benefits. Buyer will promptly furnish Seller with written notice of any Title Benefit that is discovered by any of Buyer’s or any of its Affiliates’ employees, title attorneys, landmen or other title examiners while conducting Buyer’s Due Diligence Review prior to the Defect Notice Date. On or before the Defect Notice Date, Seller shall have the right, but not the obligation, to advise Buyer in writing of any matters that in Seller's ’s reasonable opinion constitute a Title Benefit with respect to Seller's ’s title to all or any portion of the Leases Leases, Xxxxx and Xxxxx Units (a “Title Benefit Notice”). The Title Benefit Notice shall be in writing and contain the following: (i) a reasonably clear, complete and accurate description of the information in the possession of the party providing such notice with respect to the alleged Title BenefitBenefit(s), (ii) the Leases Leases, Xxxxx or Xxxxx Units (and the applicable zone(s) therein) affected by the alleged Title Benefit (“Title Benefit Property”Benefit(s), (iii) the Allocated Values Value of the Leases each Lease, Well or Xxxxx Unit (and the applicable zone(s) therein) subject to such the alleged Title BenefitBenefit(s), (iv) supporting documentation documents reasonably necessary for Buyer such other party (as well as any title attorney or examiner hired by such other party) to verify the existence of the alleged Title BenefitBenefit(s), and (v) the amount by which the Seller party providing such Title Benefit Notice reasonably believes the Allocated Value of those Leases such Leases, Xxxxx or Xxxxx Units (and the applicable zone(s) therein) is increased by the Title Benefit, and the computations and information upon which Seller's such belief is based. Seller shall be deemed to have waived all Title Benefits of which it has not given notice on or before the Defect Notice Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Notice of Title Benefits. On or before the Defect Notice Claim Date, Seller shall have the right, but not the obligation, to advise Buyer in writing of any matters that in Seller's ’s reasonable opinion constitute a Title Benefit with respect to Seller's ’s title to all or any portion of the Leases and Xxxxx Wxxxx (a “Title Benefit Notice”). The Each Title Benefit Notice shall be in writing writing, and contain the following: shall include (ia) a clear description of the alleged Title BenefitBenefit(s), (iib) the Wxxxx and Leases or Xxxxx (and the applicable zone(s) therein) affected by the Title Benefit (each a “Title Benefit Property”), (iiic) the Allocated Values Value of the Leases or Xxxxx (and the applicable zone(s) therein) subject to such each Title BenefitBenefit Property, (ivd) supporting documentation documents or references thereto reasonably necessary for Buyer Seller to verify the existence of the alleged Title BenefitBenefit(s), and (ve) the amount by which the Seller Buyer reasonably believes the Allocated Value of those Leases or Xxxxx (and the applicable zone(s) therein) each Title Benefit Property is increased by the alleged Title Benefit, Benefit(s) and the computations and information upon which Seller's Buyer’s belief is based. Seller shall be deemed to have waived all Title Benefits of which it has not given notice on or before the Defect Notice Claim Date.
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Notice of Title Benefits. On or before the Defect Notice Date, Seller shall have the right, but not the obligation, to advise Buyer in writing of any matters that in Seller's reasonable opinion constitute a Title Benefit with respect to Seller's title to all or any portion of the Leases and Xxxxx (a “"Title Benefit Notice”"). The Title Benefit Notice shall be in writing and contain the following: (i) a description of the Title Benefit, (ii) the Leases or Xxxxx (and the applicable zone(s) therein) affected by the Title Benefit (“Title Benefit Property”)Benefit, (iii) the Allocated Values of the Leases each Lease or Xxxxx (and the applicable zone(s) therein) Well subject to such Title Benefit, and (iv) supporting documentation reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, and (v) the amount by which the Seller reasonably believes the Allocated Value of those such Leases or Xxxxx (and the applicable zone(s) therein) is increased by the Title Benefit, and the computations and information upon which Seller's belief is based. Seller shall be deemed to have waived all Title Benefits of which it has not given notice on or before the Defect Notice Date.
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Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Notice of Title Benefits. On or before Should Seller discover any Title Benefit at any time on prior to the Defect Notice Dateexpiration of the Examination Period, Seller shall have the right, but not the obligation, to advise Buyer promptly, but in writing of any matters that in Seller's reasonable opinion constitute a Title Benefit with respect to Seller's title to all or any portion no event later than the expiration of the Leases and Xxxxx Examination Period, deliver to Buyer a written notice (each a “Title Benefit Notice”). The Title Benefit Notice , which shall include the following to be in writing and contain the followingeffective: (i) a description of the alleged Title Benefit, (ii) a description of the Leases or Xxxxx (Value Asset affected by such Title Benefit and the applicable zone(s) therein) Allocated Value of such affected by the Title Benefit (“Title Benefit Property”)Value Asset, (iii) the Allocated Values of the Leases or Xxxxx (and the applicable zone(s) therein) subject to such Title Benefit, (iv) supporting documentation documents reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, Benefit and (viv) Seller’s good faith estimate of the amount by which the Seller reasonably believes the Allocated Value of those Leases the affected Value Asset is enhanced by virtue of Seller having a greater Net Revenue Interest in such Value Asset than the Net Revenue Interest specified on Exhibit “A-2” or Xxxxx (Exhibit “A-3”, as applicable, for such Value Asset and the applicable zone(s) therein) is increased by the Title Benefit, and the computations calculations and information upon which Seller's ’s belief is basedbased (the “Title Benefit Value”). Notwithstanding anything herein to the contrary, Seller shall be deemed to have waived all any Title Benefits of for which it has not given notice Seller fails to provide a Title Benefit Notice to Buyer on or before prior to the Defect expiration of the Examination Period. To the extent Buyer identifies a Title Benefit prior to the expiration of the Examination Period, Buyer shall promptly, but in no event later than the expiration of the Examination Period, provide Seller with notice thereof, such notice to include the information required to be provided by Seller in a Title Benefit Notice Dateas provided for above, to the extent such information is in the possession of Buyer.
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