Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. Subject to Article 9, no later than 5:00 p.m., C.D.T., on July 22, 2011 (the “ Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale.

Notice of Title Defects. Subject to Article 9, Buyer shall provide Seller notice of all purported Title Defects no later than 5:00 p.m.11:59 p.m. Central Time on the Notification Date; provided, C.D.T.however, on July 22that (1) Buyer agrees that it will use reasonable efforts to furnish Seller, 2011 (at the “ Title Defect Notice end of each week until the Notification Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description that Buyer discovers or learns about during that week, which notice may be preliminary in nature and supplemented prior to the Notification Date, and (2) the failure of those matters which, in Buyer's reasonable opinion, constitute Buyer to give Seller such preliminary notice will not waive any Title Defects and setting forth or constitute a breach of this Agreement. To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Notification Date, (c) describe the Title Defect in reasonable detail Buyer's calculation of (including any alleged variance in the value for each Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before (e) include the Title Defect Notice Date shall be deemed a waiver Value and supporting calculations prepared by Buyer of all in good faith, (f) Buyer’s suggested means to address the Title Defects that Seller does not have notice of on such date except those constituting a breach of Defect, including any suggested curative work, and (g) comply with the special warranty of title provided by Seller contained limitations and Title Defect Value qualifications set forth in the relevant Assignment and Xxxx of SaleSection 4.14. Any defect or deficiency concerning Seller’s title to the Assets not asserted matters identified by Buyer prior to or on the Notification Date that constitute Title Defect Notice Date Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes except those constituting a breach and shall constitute Permitted Encumbrances and Assumed Obligations. On September 29, 2014, the Parties shall meet and determine upon which of the special warranty Title Defects, Title Defect Values, and methods of title provided by Seller contained in cure the relevant Assignment and Xxxx of Sale.Parties have reached agreement. “Net Revenue

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m., C.D.T., p.m. Central Time on July May 22, 2011 2006 (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.

Notice of Title Defects. Subject to Article 9, no later than 5:00 p.m., C.D.T., on July 22, 2011 (the “ Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer Xxxxx agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by BuyerXxxxx. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale.

Notice of Title Defects. Subject to Article 9, no later than On or before 5:00 p.m., C.D.T., pm MT on July 22, 2011 the last day of the Due Diligence Period (the “ Title Defect Notice “Claim Date”), except those constituting a breach of the special warranty of title provided by Buyer shall notify Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice writing of any Title Defect along with it discovers and wishes to assert (the “Title Defect Notice”). To be effective, the Title Defect Notice must be in writing and must include: (a) a detailed description of those matters which, the matter constituting the alleged Title Defect(s); (b) the Property or portion thereof that Buyer reasonably believes in Buyer's reasonable opinion, constitute good faith is affected by the alleged Title Defects and setting forth in reasonable detail Buyer's calculation Defect(s); (c) the Allocated Value of the value Property or portion thereof affected by the alleged Title Defect(s); (d) the amount by which Buyer reasonably believes in good faith the Allocated Value of the affected Property is reduced by the alleged Title Defect(s), itemized in detail, and the computations upon which Buyer’s belief is based; and (e) all supporting documentation necessary for each Seller to verify the existence of any alleged Title Defect. To give Seller an opportunity to commence reviewing and curing asserted Title Defects, Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may electuse reasonable efforts to give Seller, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the end of each calendar week prior to the Claim Date, written notice of all alleged Title Defects discovered by Buyer during the preceding calendar week, which notice(s) may be preliminary in nature and supplemented in all respects prior to the Claim Date. Buyer shall be deemed to have conclusively waived, and Seller shall have no liability for, any Title Defects of which Seller has not asserted in a Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Claim Date shall be deemed waived by Buyer for all purposes except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saleaccordance with this Section 4.2.2.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m.p.m. Central Standard Time on Friday, C.D.T.February 15, on July 22, 2011 2008 (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's ’s reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's ’s calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's ’s failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s title to the Assets Scheduled Interests not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m., C.D.T., p.m. Central Time on July May 22, 2011 2006 (the “ Title Defect Notice Date”"TITLE DEFECT NOTICE DATE"), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s 's title to the Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.

Notice of Title Defects. Subject to Article 9, Buyer shall provide Seller notice of all purported Title Defects no later than 5:00 p.m.11:59 p.m. Central Time on the Notification Date; provided, C.D.T.however, on July 22that (1) Buyer agrees that it will use reasonable efforts to furnish Seller, 2011 (at the “ Title Defect Notice end of each week until the Notification Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description that Buyer discovers or learns about during that week, which notice may be preliminary in nature and supplemented prior to the Notification Date, and (2) the failure of those matters which, in Buyer's reasonable opinion, constitute Buyer to give Seller such preliminary notice will not waive any Title Defects and setting forth or constitute a breach of this Agreement. To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to the Notification Date, (c) describe the Title Defect in reasonable detail Buyer's calculation of (including any alleged variance in the value for each Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before (e) include the Title Defect Notice Date shall be deemed a waiver Value and supporting calculations prepared by Buyer of all in good faith, (f) Buyer’s suggested means to address the Title Defects that Seller does not have notice of on such date except those constituting a breach of Defect, including any suggested curative work, and (g) comply with the special warranty of title provided by Seller contained limitations and Title Defect Value qualifications set forth in the relevant Assignment and Xxxx of SaleSection 4.14. Any defect or deficiency concerning Seller’s title to the Assets not asserted matters identified by Buyer prior to or on the Notification Date that constitute Title Defect Notice Date Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes except those constituting a breach and shall constitute Permitted Encumbrances and Assumed Obligations. On December 17, 2012, the Parties shall meet and determine upon which of the special warranty Title Defects, Title Defect Values, and methods of title provided by Seller contained in cure the relevant Assignment and Xxxx of Sale.Parties have reached agreement. “

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m.p.m. local time in Houston, C.D.T., on July 22, 2011 Texas five (5) Business Days prior to the Closing Date (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect relating to the Assets along with a description of those matters which, in Buyer's ’s reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's ’s calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure , in a manner reasonably acceptable to deliver to Seller such notice on or before both Parties, in which case no reduction in the Title Defect Notice Date Purchase Price shall be deemed made. Subject to Buyer’s remedies for a waiver by Buyer breach of all Title Defects that Seller does not have notice of on such date except those constituting Seller’s obligations under Section 11.1, or a breach of the special warranty of title provided by Seller contained set forth in the relevant Assignment and Xxxx of Sale. Any Conveyance, any defect or deficiency concerning Seller’s title to the Assets (including, but not limited to, Title Defects) not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of (which waived defects shall be deemed Permitted Encumbrances), the special warranty of title provided by Parties shall proceed with Closing, Seller contained in shall be under no obligation to correct such defects, and Buyer shall assume the relevant Assignment risks, Liabilities and Xxxx of Saleobligations associated with such defects.

Notice of Title Defects. Subject Buyer shall give Sellers written notice of any Oil and Gas Property that Buyer alleges in good faith to Article 9, have a Title Defect (a “Title Defect Notice”) no later than September 30, 2011, at 5:00 p.m., C.D.T., on July 22, 2011 Central Daylight Time (the “ “Title Defect Notice Date”). Such notice shall be in writing and shall include the following information: (i) a description of the Title Defect, except those constituting (ii) the reasonable basis for the Title Defect, (iii) the Allocated Value of the affected Oil and Gas Property, and (iv) the Title Defect Amount and the computations upon which Buyer’s belief is based. Upon the written request of Sellers, Buyer shall promptly make available or deliver to Sellers (by electronic mail or otherwise) any reasonable documentation supporting the basis for any Title Defect set forth in a breach Title Defect Notice. In determining which portions of an Oil and Gas Property has a Title Defect, it is the intent of the parties to include, to the extent possible, only that portion of the affected Oil and Gas Property (whether a Well, unit or leasehold interest, as applicable) materially and adversely affected by the defect or basis for such Oil and Gas Property being treated as having a Title Defect. Subject only to the special warranty of title provided by Seller contained set forth in the relevant Assignment conveyances and Xxxx of Salethe limited title warranty set forth in Section 3.16(a), Buyer any matters that may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, otherwise constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expenseDefects, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before which Sellers have not been specifically notified by Buyer in accordance with the foregoing by the Title Defect Notice Date Date, shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting purposes. Upon the receipt of an effective Title Defect Notice from Buyer, Sellers shall have the option, but not the obligation, to attempt to cure such Title Defect at Sellers’ sole cost and expense at any time prior to Closing. The Oil and Gas Property affected by any uncured Title Defect at Closing shall be a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale“Title Defect Property”.