Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. In order to make a claim for a Title Defect pursuant to this Article 5, Purchaser must notify Sellers of such Title Defect on or before the expiration of the Examination Period. To be effective, such notice must (a) be in writing, (b) include a description of the Title Defect, (c) identify the specific Asset or Assets affected by such Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, and (f) include the value of such Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(e) and the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any matters that may otherwise constitute Title Defects, but of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, shall be deemed to have been waived by Purchaser.

Notice of Title Defects. In order to make To assert a claim for a Title Defect pursuant to this Article 5Defect, Purchaser Buyer must notify Sellers of such Title Defect on or before Seller thereof prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach such supporting documentation as is in the possession of Purchaserinformation upon which the Title Defect(s) are based, and (fe) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Buyer’s belief is based. Upon request, or the indemnifications of Sellers in Article 14 Buyer must provide reasonable supporting documentation for any Title Defect. Subject to Buyer’s rights with respect theretoto any breach by Seller of Section 7.03 and Buyer’s rights under Section 4.08, any matters that may otherwise constitute Title Defects, Defects but that are not specifically disclosed to Seller pursuant to a Title Defect Notice delivered to Seller prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, except as may otherwise be a breach of Seller’s representations and warranties in Section 6.01 and other than Seller’s special warranty of title provided in the assignments delivered at Closing, which will not be affected or diminished by this waiver.

Notice of Title Defects. In order to make To assert a claim for a Title Defect pursuant to this Article 5Defect, Purchaser Buyer must notify Sellers of such Title Defect on or before the Seller Representative thereof prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach the information upon which the Title Defect(s) are based, (e) Buyer’s requirement(s) to cure such supporting documentation as is in the possession of PurchaserTitle Defect(s), and (f) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Buyer’s belief is based. Upon request, or the indemnifications of Sellers in Article 14 Buyer must provide reasonable supporting documentation for any Title Defect. Subject to Buyer’s rights with respect theretoto any breach by a Seller of Section 7.03 and Buyer’s rights under Section 4.09, any matters that may otherwise constitute Title Defects, Defects (irrespective of the Title Defect Threshold) but that are not specifically disclosed to Sellers pursuant to a Title Defect Notice delivered to the Seller Representative prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, (i) except as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01, (ii) other than a Seller’s special warranty of title provided in the assignments delivered at Closing, and (iii) except for Buyer’s rights in connection with Sellers’ indemnity obligations in Article XII, in each case, which will not be affected or diminished by this waiver.

Notice of Title Defects. In order to make a claim for a (a) If Buyer discovers any Title Defect pursuant affecting any Asset, Buyer shall notify Seller prior to this Article 55:00 p.m., Purchaser must notify Sellers local time in Houston, Texas, on April 22, 2010 (the “Defects Deadline”) of such alleged Title Defect on or before the expiration of the Examination PeriodDefect. To be effective, such notice (a “Defects Notice”) must (ai) be in writing, (bii) include a description of be received by Seller prior to the Defects Deadline, (iii) describe the Title Defect, (civ) to the extent applicable, identify the specific Asset or Assets affected by such Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, and (fv) include a good faith estimate of the value Defect Value (defined below) of such Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title DefectBuyer. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(e) and the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any Any matters that may otherwise constitute a Title DefectsDefect, but of which Sellers have Seller has not been specifically notified by Purchaser Buyer in accordance with the foregoing, shall be deemed to have been waived by PurchaserBuyer, except to the extent any unasserted Title Defect would constitute (A) a breach of the Seller’s special warranty of title contained in the Assignment, (B) a breach of any of Seller’s representations or warranties contained in this Agreement, or (C) a Retained Obligation (defined below). Except as otherwise provided herein, upon the receipt of any Defects Notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect to Buyer’s reasonable satisfaction at any time prior to Closing.

Notice of Title Defects. In order to make To assert a claim for a Title Defect pursuant to this Article 5Defect, Purchaser Xxxxx must notify Sellers of such Title Defect on or before Seller thereof prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach such supporting documentation as is in the possession of Purchaserinformation upon which the Title Defect(s) are based, and (fe) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Xxxxx’s belief is based. Upon request, or the indemnifications of Sellers in Article 14 Buyer must provide reasonable supporting documentation for any Title Defect. Subject to Buyer’s rights with respect theretoto any breach by Seller of Section 7.03 and Buyer’s rights under Section 4.08, any matters that may otherwise constitute Title Defects, Defects but that are not specifically disclosed to Seller pursuant to a Title Defect Notice delivered to Seller prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserXxxxx, on behalf of itself and its successors and assigns, for all purposes, except as may otherwise be a breach of Seller’s representations and warranties in Section 6.01 and other than Seller’s special warranty of title provided in the assignments delivered at Closing, which will not be affected or diminished by this waiver.

Notice of Title Defects. In order to make a claim for a (a) If Buyer discovers any Title Defect pursuant to this Article 5affecting any Asset, Purchaser must Buyer shall notify Sellers Seller of such the alleged Title Defect on or before as promptly as reasonably possible, including using its commercially reasonable efforts to provide weekly updates with respect to Title Defects, but no later than the expiration of the Examination Period. To be effective, such this notice (a “Title Defect Notice”) must (ai) be in writing, ; (bii) include a description be received by Seller prior to the expiration of the Examination Period; (iii) describe the Title DefectDefect in sufficient, specific detail (cincluding any alleged variance in the Net Revenue Interest or Working Interest); (iv) identify the specific Asset or Assets affected by such the Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, ; and (fv) include the value of such the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title DefectBuyer. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(e) and the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any Any matters that otherwise may otherwise constitute have constituted Title Defects, but of which Sellers have that are not been specifically notified by Purchaser so described in a timely Title Defect Notice complying and delivered in accordance with the foregoingthis Section 4.04(a), shall be deemed to have been waived by PurchaserBuyer for all purposes and shall constitute Permitted Encumbrances. The foregoing sentence shall not constitute a waiver of Buyer’s rights under (A) Section 16.04(b) or (B) the special warranty of title contained in the Assignment.