Notice of Title Defect. Except for Permitted Encumbrances, any defect in title, lien, encumbrance, or defect that would cause Seller's title to any Interest not to be Good and Defensible Title shall be a title defect ("Title Defect"). Not later than ten (10) days before the Closing Date (the "Warranty Claim Date"), Buyer must notify Seller in writing of any matter that Buyer considers to be a Title Defect ("Notice of Title Defect"), which notice shall include, (i) a specific description of the matter Buyer asserts as a Title Defect, (ii) a specific description of the Interest or the portion of the Interest that is affected by the Title Defect, (iii) Buyer's calculation of the amount ("Title Defect Amount") that the value of the Interest should be reduced because of the Title Defect based on the Allocated Value shown on Exhibit "C," and (iv) appropriate supporting documentation. Notwithstanding anything to the contrary in this Agreement, the Buyer shall be deemed to have waived any Title Defect which the Buyer has not specifically asserted in its Notice of Title Defect presented before the Warranty Claim Date.
Notice of Title Defect. Buyer will review title to the Properties prior to Closing and notify Seller in writing of any Title Defect Buyer discovers as soon as reasonably practicable after such discovery, but in no event later than two (2) business days prior to the Closing Date. Any notice provided hereunder shall include a description of the Title Defect, the basis for the Title Defect, the portion of the Lease or other part of the Properties affected by the Title Defect and the amount by which Buyer believes the value of the Properties has been reduced because of the Title Defect. Buyer will be deemed to have conclusively waived any Title Defect about which it fails to notify the Seller in writing within the applicable period specified in the preceding sentence, except as otherwise provided herein.
Notice of Title Defect. Buyer will review title to the Subject Property prior to Closing and notify Seller in writing of any Title Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in no event less than three (3) business days prior to the Closing Date. Any notice provided hereunder shall include appropriate evidence to substantiate Buyer’s position, including a description of the Title Defect, the basis for the Title Defect, the portion of the Lease or other part of the Subject Property affected by the Title Defect, the Title Defect Amount (as defined below) by which Buyer believes the value of the Subject Property has been reduced because of the Title Defect and the computations and information upon which Buyer’s belief is based. Buyer will be deemed to have conclusively waived any Title Defect about which it fails to notify Seller in writing within the applicable period specified in the preceding sentence except as otherwise provided herein and except for the special warranty of title provided in the Assignment.
Notice of Title Defect. 15 4.4 REMEDIES FOR TITLE DEFECTS: TITLE INCREASES . . . . . . . . . 15 4.5 VALUE OF LEASEHOLD INTEREST OR TITLE DEFECT . . . . . . . . . 16 4.6
Notice of Title Defect. Buyer shall notify Seller in writing, as soon as reasonably practicable after Buyer has knowledge thereof, and in any event on or before 5:00 p.m. Central Standard Time, on June 15, 1997 (the "Notification Deadline"), of any Title Defect that would cause Seller's title to any of the Properties not to be Defensible Title, in each case together with a detailed explanation of (a) the nature of such Title Defect, (b) the Leases (or portions thereof) affected thereby, and (c) Buyer's proposed Defect Value (as hereinafter defined for such Title Defect). Any Title Defect which is not specifically raised in writing (with the detailed explanation as contemplated in the immediately preceding sentence) by Buyer prior to the Notification Deadline shall conclusively be deemed waived by Buyer. As used herein, the term "Defect Value" shall mean with respect to each Title Defect, the reduction in the "Allocated Value" of the affected Leases as a result of such Title Defect, as determined pursuant to Section 4.5.
Notice of Title Defect. Upon review by Buyer of Seller's Lease files and documents filed of public record in the respective courthouses where the Properties are located, Buyer shall sign off on the respective Lease file indicating the date on which Buyer's review of such file was completed or notify Seller in writing of additional information required by Buyer to approve title on such Lease. No later than one (1) business day after completing its review of the respective Lease file and, if applicable, the additional title information (the "Notification Deadline"), Buyer shall notify Seller in writing of any matter that would constitute a Title Defect with respect to Seller's title to any or all of the Properties, in each case together with an explanation of: (a) the nature of such Title Defect; (b) the Lease (or portions thereof) affected thereby; and (c) Buyer's proposed Defect Value (as hereinafter defined) for such Title Defect. Any Title Defect which is not specifically raised in writing (with the explanation as contemplated in the immediately preceding sentence) by Buyer prior to the Notification Deadline shall conclusively be deemed waived by Buyer. As used herein, the term "Defect Value" shall mean with respect to each Title Defect, the reduction in the value of the affected Lease as a result of such Title Defect as determined in the manner contemplated by Article 8.3
Notice of Title Defect. Buyer shall notify Seller in writing (“Defect Notice”), as soon as reasonably practicable after Buyer has knowledge thereof, and in any event on or before 5:00 p.m., Central Time, five (5) days prior to the Closing Date (the “Notification Deadline”), of any matter that would constitute a Title Defect with respect to Seller’s title to any or all of the Properties, in each case together with an explanation of (a) the nature of such Title Defect, (b) the Properties (or portions thereof) affected thereby, and (c) Buyer’s proposed Defect Value (as hereinafter defined) for such Title Defect. Any matter that would otherwise constitute a Title Defect but which is not specifically raised in writing (with the explanation as contemplated in the immediately preceding sentence) by Buyer prior to the Notification Deadline shall conclusively be deemed waived by Buyer. As used herein, the term “Defect Value” shall mean with respect to each Title Defect, the reduction in the Allocated Value of the affected Properties as a result of such Title Defect as determined in Article 8.5. Buyer must notify Seller in writing promptly if Buyer determines that Seller’s NRI or WI for Properties is greater than that shown on Exhibit “A”.
Notice of Title Defect. Upon discovery of a Title Defect, the discovering party shall immediately notify the other party in writing of the nature of the Title Defect and the proposed adjustment in the Purchase Price attributable to such Title Defect.
Notice of Title Defect i. The Purchaser agrees to use its reasonable efforts to identify promptly any issues with respect to the Properties that are title defects ("Title Defects") and shall, upon identifying any Title Defects, promptly notify the Sellers of the same; provided, however, that Purchaser may, but is not required to cure any Title Defect of concern to the Purchaser prior to notifying Sellers. No later than forty-five (45) calendar days after the Closing, Purchaser shall have identified in writing for the Sellers, as applicable, each Title Defect. Any Title Defect not so identified will be waived. At the time the Purchaser gives notice of an uncured Title Defect to the Sellers, Purchaser shall deliver to Sellers all files and other related information and data developed by the Sellers and the Purchaser in connection with the Property in question and any curative efforts reasonably related thereto. ii. Each of the Sellers agrees to use its reasonable efforts to cure each Title Defect so as to render the title to the respective Property "defensible," which is defined as entitling Seller to receive not less than the net revenue interests and Working Interests shown in the applicable Assignments. Each of the Seller shall promptly deliver to the Purchaser written notice of all Title Defects that such Seller has cured and written notice with respect to all Title Defects not cured. If the Seller fails to cure one or more Title Defects that the Purchaser requests be cured, the Purchaser may, at its option: a. Waive such Title Defects and proceed with the terms and provisions of this Agreement; or b. Accept title to the Title Defect acreage as represented by the Seller, pursuant to Seller's written agreement of indemnity in which event the Seller shall agree to
Notice of Title Defect. Upon discovery of a Title Defect, ------------------------- Purchaser shall immediately notify Seller in writing of the nature of the Title Defect and furnish to Seller Purchaser's basis for the assertion of such Title Defect and data in support thereof. Seller may request an increase in the Sales Price by delivery to Purchaser of written notice, together with data in support thereof, that the interest actually owned by Seller in any of the Interests is greater than that shown in section 2. Without affecting the warranty of title provided in the assignment, any Title Defect which is not disclosed to Seller or any increase in the interest owned by Seller that is not disclosed to Purchaser within two (2) business days prior to the Closing shall conclusively be deemed waived by Purchaser or Seller, as applicable, for all purposes.
