Notice of Title Defect. Except for Permitted Encumbrances, any defect in title, lien, encumbrance, or defect that would cause Sellers' title to any Interest not to be Good and Defensible Title shall be a title defect ("Title Defect"). Not later than five (5) days before the Closing Date (the "Warranty Claim Date"), Buyer must notify Sellers 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 "B," 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 may review title to the Subject Property prior to Closing and may notify Seller in writing of any Title Defect (defined below) it discovers as soon as reasonably practicable after its discovery, but in any event no later than four (4) business days prior to the Closing Date (not including the Closing Date). Any notice provided hereunder shall include appropriate evidence to substantiate the Buyer’s position, including a description of the Title Defect, the basis for the Title Defect, the portion of any Lease or Leases or other part of the Subject Property affected by the Title Defect, the amount 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 above.
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. 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. (a) The Company agrees, to use its reasonable efforts to identify Title Defects (“Title Defects”) and shall, upon identifying any Title Defects, promptly notify Contributors of the same; provided, however, that Company may, but is not required to cure any such Title Defect prior to notifying Contributors. No later than ninety (90) calendar days after the Closing, Company shall have identified in writing for Contributors each Title Defect. At the time Company gives notice of an uncured Title Defect to Contributors, Company shall deliver to Contributors all files and other related information and data developed by the Company in connection with its curative efforts reasonably related thereto.
(b) Contributors agree, to use their reasonable efforts to cure each Title Defect so as to render the title to the respective Property “defensible” which is defined as entitling Contributors to receive from the Producing Property not less than the interests shown in the applicable Assignments. Contributors shall promptly deliver to the Company written notice of all Title Defects which Contributors have cured and written notice with respect to all Title Defects not cured. If the Company advises Contributors of Title Defects, Contributors shall have thirty (30) days to cure the Title Defects. If Contributors fail to cure such Title Defects the Company may, at its option:
(i) waive such Title Defects and proceed with the terms and provisions of this Agreement;
(ii) accept title to the Title Defect acreage as represented by Contributors, pursuant to Contributors’ written agreement of indemnity in which event Contributors shall agree to indemnify and hold Company harmless for any loss or damage sustained by Company as a result of the existence of such Title Defect (provided, however, that Contributors’ liability under such indemnity shall be limited to the portion of the purchase price allocated to such Title Defect.
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. 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. 15 Section 5.04 Remedies for Title Defects................................15 Section 5.05 Seller's Election Not to Cure.............................16 Section 5.06 Seller's Election to Cure.................................16 Section 5.07 Upward Adjustments........................................17 Section 5.08 Preferential Rights.......................................17 Section 5.09 Physical and Environmental Conditions.....................17 Section 5.10 General Environmental Indemnity...........................17 Section 5.11 Environmental Laws........................................18 Section 5.12 Environmental Defect......................................18
Notice of Title Defect. The term "Title Defect" as used herein shall mean the existence of any lien, contract, agreement, encumbrance, encroachment, irregularity, defect in or objection to Seller's title to any Working Interest Property (expressly excluding Permitted Encumbrances) that alone or in combination with other defects renders Seller's title to such Properties less than Good and Defensible Title (including any Casualty Loss treated as a Title Defect pursuant to Section 5.02 above). As soon as practicable but in no event later than thirty (30) days after the date of this Agreement, Buyer shall furnish written notice to Seller specifying any objections to Seller's titles to any of the Working Interest Properties which in Buyer's opinion constitute Title Defects. Such notice of Title Defect shall be in writing and shall include: (i) a description of the Properties (or portion thereof) affected by the Title Defect; (ii) the basis for determining that a Title Defect exists; and (iii) the amount by which Buyer believes the Allocated Value for each such Property has been diminished as a result of the Title Defect. In no event shall the value attributable to Title Defects on a Property exceed the Allocated Value of such Property. In addition, Buyer shall be deemed to have waived any Title Defects which are not asserted by the assertion date hereinabove referred to.
