Notice of Title Defects Defect Adjustments Sample Clauses

Notice of Title Defects Defect Adjustments. (a) Buyer may review title to the Xxxxx and Leases prior to Closing and Buyer shall have the option, in its sole discretion, to notify Seller in writing of any Title Defect it discovers on or before December 20, 2016 (the “Title Claim Date”). To be effective, such notice shall be in writing and shall include: (i) a reasonably detailed description of the alleged Title Defect(s); (ii) the portion of the Property affected; (iii) the Allocated Value of the portion of the Property subject to the alleged Title Defect(s); (iv) supporting documents in Buyer’s possession reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect(s); and (v) the amount by which Buyer reasonably believes the Allocated Value of the applicable portion of the Property is reduced by the alleged Title Defect(s) and the computations and information upon which Buyer’s belief is based. Subject to and without limiting the Special Warranty, Buyer shall be deemed to have conclusively waived, and Seller shall have no liability for, any Title Defects of which Seller has not been given timely notice on or before the Title Claim Date in accordance with the requirements of this Section 5.6.2.
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Notice of Title Defects Defect Adjustments. 18 6.3 Casualty or Condemnation Loss 23 6.4 Preferential Rights and Consents to Assign 24 ARTICLE VII ENVIRONMENTAL MATTERS 25 7.1 Environmental Defects 25 7.2 NORM, Wastes and Other Substances 28 ARTICLE VIII CERTAIN AGREEMENTS 28 8.1 Conduct of Business 28 8.2 Governmental Bonds 30 8.3 Data Agreement 30 8.4 Obligation to Close Pit 31 8.5 Covenant Regarding Midstream Agreements 31 ARTICLE IX CONDITIONS TO CLOSING 31 9.1 Buyers’ Conditions to Closing 31 9.2 SM’s Conditions to Closing 32 ARTICLE X TAX MATTERS 33 10.1 Asset Tax Liability 33
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Notice of Title Defects Defect Adjustments. (a) Access for Title Due Diligence. From and after the Execution Date and up to and including the Title Adjustment Claim Date, solely to conduct Buyer’s due diligence investigation of title matters relating to the Assets for purposes of this Article XI, Seller shall afford to Buyer and its officers, employees, agents, accountants, attorneys, investment bankers, landmen, consultants and other representatives of Buyer designated by Buyer (collectively, “Buyer’s Representatives”) reasonable access, during normal business hours, to the Assets and all records and other documents in Seller’s or any of its Affiliates’ possession relating to the title condition of the Assets. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours, Seller’s and its Affiliates’ personnel knowledgeable with respect to the title condition of the Assets in order that Buyer may make such title diligence investigation as Buyer considers necessary or appropriate. All title due diligence investigations conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense.
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Notice of Title Defects Defect Adjustments. (a) Title Defect Notices. Prior to 5:00 p.m. Mountain Time on June 12, 2017 (the “Title Claim Date”), Buyer must deliver claim notices to Seller meeting the requirements of this Section 11.2 (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which Buyer intends to assert as a Title Defect pursuant to this Section 11.2. To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defect (including any alleged variance in the Net Acres, Net Revenue Interest and/or Working Interest, as applicable) and the Asset, or portion thereof, affected by such Title Defect (each a “Title Defect Property”) and (ii) the value of such Title Defect, as reasonably determined by Buyer in accordance with Section 11.2(e).
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Notice of Title Defects Defect Adjustments. (a) To assert a claim arising out of a breach of Section 4.1, Buyer must deliver a claim notice to Seller (each a “Title Defect Notice”) on or before the date which is fifteen (15) Business Days subsequent to the date hereof (the “Title Claim Date”). Such notice shall be in writing and shall include (i) a description of the alleged Title Defect(s) that is reasonably sufficient for Seller to determine the basis of the alleged Title Defect(s), (ii) the Properties adversely affected by the alleged Title Defect(s), (iii) the Allocated Values of the Properties subject to the alleged Title Defect(s), (iv) all documents upon which Buyer relies for its assertion of the alleged Title Defect(s), including, at a minimum, supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller or its Affiliates) to verify the existence of the alleged Title Defect(s) and (v) the amount by which Buyer reasonably believes the Allocated Values of those Properties are reduced by the alleged Title Defect(s) and the computations and information upon which Buyer’s belief is based, including any analysis by any title attorney or examiner hired by Buyer. Except in the event of fraud on the part of Seller, Buyer shall be deemed to have waived all breaches of Section 4.1 of which Seller has not been given notice on or before the Title Claim Date; provided that such waiver shall not in any manner affect or diminish Buyer’s rights and remedies with respect to the special warranty of title provided in the Assignments, except to the extent, in order to avoid duplication, that any Title Defect asserted pursuant to this Article IV (i) has been cured by Seller as of Closing or (ii) is the subject of a finally resolved Purchase Price adjustment hereunder. Buyer shall not be entitled to protection under the special warranty of title set forth in the Assignments against any Title Defect for which a Title Defect Notice is furnished pursuant to this Section 4.2(a) or any Title Defect disclosed in writing to Seller by Buyer prior to the Title Claim Date.
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Notice of Title Defects Defect Adjustments. (a) To assert a claim arising out of a breach of Section 3.1(a), Buyer may from time to time deliver claim notices to Seller (each a "Title Defect Notice") on or before the date which is six (6) days prior to the Closing Date (the "Title Claim Date"). Each Title Defect Notice shall be in writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Units, Wellx, xx Lands affected by the Title Defect (each a "Title Defect Property"), (iii) the Allocated Values of the Title Defect Property, (iv) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect(s) and (v) the amount by which Buyer reasonably believes the Allocated Values of the
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Notice of Title Defects Defect Adjustments. (a) To assert a claim arising out of a breach of Section 3.1(a), Buyer may from time to time deliver claim notices to Seller (each a "Title Defect Notice") on or before the date which is six (6) days prior to the Closing Date (the "Title Claim Date"). Each Title Defect Notice shall be in writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Units, Wellx, xx Lands affected by the Title Defect (each a "Title Defect Property"), (iii) the Allocated Values of the Title Defect Property, (iv) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect(s) and (v) the amount by which Buyer reasonably believes the Allocated Values of the Title Defect Property are reduced by the alleged Title Defect(s) and the computations and information upon which Buyer's belief is based. Buyer shall be deemed to have waived all Title Defects, excluding Seller's special warranty of title contained in the Conveyance, that do not meet the threshold for an adjustment as set forth in Section 3.4(g).
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Notice of Title Defects Defect Adjustments 
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Related to Notice of Title Defects Defect Adjustments

  • Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).

  • Remedies for Title Defects Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Casualty Loss If in Owner’s reasonable judgment the premises or the Property is materially damaged by fire or other casualty, Owner may terminate this Agreement within a reasonable time after such determination, by written notice to Resident, in which case Owner will refund prorated, pre-paid rent and all deposits less lawful deductions unless Resident and/or Resident’s guest(s) caused the casualty, in which case all funds on account will be applied to all applicable charges related to the damages and Resident will be responsible for the balance of all charges for repairs. If following a fire or other casualty Owner has not elected to terminate this Agreement, Owner will rebuild the damaged areas within a reasonable time, and during such reconstruction, Resident will be provided a reasonable rent reduction for the unusable portion of the premises unless Resident and/or Resident’s guest(s) caused the casualty.

  • Title Matters Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

  • Correction of Defects 35.1 The Engineer shall give notice to the Contractor of any Defects before the end of the Defects Liability Period, which begins at Completion and is defined in the Contract Data. The Defects Liability Period shall be extended for as long as Defects remain to be corrected.

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