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 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 to this Article 5affecting any Asset, Purchaser must Buyer shall notify Sellers of such Title Defect on or before Panther reasonably promptly, but no later than the expiration of the Examination Period, of such alleged Title Defect. To be effective, such notice must (ai) be in writing, (bii) include a description be received by Panther prior to the expiration of the Title DefectExamination Period, (ciii) describe the Title Defect in reasonable detail, (iv) 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 the value of such Title Defect as determined by Purchaser; providedBuyer (such notice, 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 a “Notice of Defective Interests”). Except as provided in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence Warranty Deed and general nature of the alleged Title Defect. Without without limiting the representations and warranties of Sellers set forth in Buyer’s rights under 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 theretoXIV, any matters that may otherwise constitute Title Defects, but of which Sellers have Panther has not been specifically notified by Purchaser Buyer in accordance with the foregoing, shall be deemed to have been waived by PurchaserBuyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of a Notice of Defective Interests from Buyer, Panther and Buyer shall attempt to mutually agree on a resolution with respect to any alleged Title Defect. Panther on behalf of both Sellers shall have the option, but not the obligation at the sole cost of Sellers, to attempt to cure or remove any such Title Defect prior to the Closing. In the event that Panther does not elect to cure or remove any alleged Title Defect or the Title Defect is not cured and Buyer and Panther are not able to

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 possible 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. (b) After receipt of an effective Title Defect Notice, Seller shall have the option, but not the obligation, to attempt to cure the Title Defect at any time prior to the Closing and to postpone the Closing Date (with respect to all of the Assets or only those Assets affected by the Title Defect) up to thirty (30) days beyond the date set forth in Section 12.01 to facilitate the cure; provided however that the foregoing shall not limit Seller’s ability to elect remedies for Title Defects as provided in Section 4.05(a).

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 Buyer shall have the right to make assert a claim for a Title Defect pursuant with respect to this Article 5the Assets by delivering a written notice to Sellers thereof (i) on or before January 25, Purchaser must notify Sellers of such 2013 at 6:00 p.m. Midland, Texas time (the “Claim Date”) or (ii) with respect to the Option Assets only and solely as to any Title Defect Defects that have arisen on or after the Initial Closing Date, on or before the expiration date that is ten (10) days following delivery of the Examination PeriodNotice of Intent to Exercise (the “Option Claim Date”). 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 for each Seller 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 Buyer must provide reasonable supporting documentation for any Title Defect. Any Title Defect asserted by Buyer prior to the indemnifications of Sellers Claim Date shall be deemed to be asserted against both the Initial Assets and the Option Assets, unless otherwise provided in Article 14 the respective Title Defect Notice. Subject to Buyer’s rights with respect theretoto any breach by a Seller of Section 7.03 and Buyer’s rights under Section 4.07, any matters that may otherwise constitute Title Defects, Defects but of which that are not specifically disclosed to Sellers have not been specifically notified by Purchaser in accordance with pursuant to a Title Defect Notice delivered to Sellers prior to the foregoing, Claim Date shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, except (x) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01, (y) for a Seller’s special warranty of title provided in the assignments delivered at the Initial Closing, and (z) for Title Defects with respect to the Option Assets that have arisen on or after the Initial Closing Date and are specifically disclosed to Sellers pursuant to a Title Defect Notice delivered to Sellers prior to the Option Claim Date, in each case, 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 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.