Common use of Post Closing Cure of Title Defects Clause in Contracts

Post Closing Cure of Title Defects. (a) If Seller elects to attempt to cure the Title Defect post-Closing pursuant to Section 6.11(d), the Title Defect Value shall be deducted from the Purchase Price and paid into an escrow account (the “Title Defects Escrow”) established with a federally insured savings or banking institution mutually acceptable to Buyer and Sellers (the “Title Defects Escrow Agent”) pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to Buyer and Seller (the “Title Defects Escrow Agreement”). (b) Seller shall have a period of 180 days within which to cure a Title Defect. (i) If the Parties mutually agree that a Title Defect affecting a Purchased Asset has been cured, then within two Business Days after such determination, the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released from the Title Defects Escrow to Seller in accordance with the terms of the Title Defects Escrow Agreement. (ii) If the Parties mutually agree that a Title Defect has not been cured within the 180 day period, then within two Business Days after such determination, the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released to Buyer in accordance with the terms of the Title Defects Escrow Agreement. (iii) If, at the end of the 180 day period, the Parties are unable to agree with the sufficiency of the cure of a Title Defect, then the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall remain in the Title Defects Escrow pending resolution of such disagreement in the manner provided in Section 6.12(b) for disagreements with respect to Title Defect Values.

Post Closing Cure of Title Defects. In the event that the Title Defect giving rise to the exclusion of an Allocated Property from this Agreement as a Title Defect Exclusion, or to a Purchase Price reduction for the Title Defect Value, is cured by Sellers (a) If Seller elects provided Sellers shall have no obligation to attempt to cure Title Defects) and Sellers deliver to Buyer pertinent information reasonably necessary to document the curative action within 120 days after the Closing Date, provided that if Sellers are attempting to cure a Title Defect post-and have initiated a quiet title, heirship, probate or other legal proceeding to cure such Title Defect within 120 days after the Closing pursuant Date, then such 120 day period shall be deemed extended to Section 6.11(dthe date that is 10 days after a final determination or settlement of such proceeding (or if such condition is satisfied based on a judicial determination whether such determination occurs before or after such 120 day period), then (i) in the case of a Title Defect associated with an Allocated Property that is not a Title Defect Exclusion, Buyer shall pay to Sellers an amount equal to the Title Defect Value or (ii) in the case of an Allocated Property that is a Title Defect Exclusion, Sellers shall have the option to put the excluded Allocated Property to Buyer, such put option shall be deducted from the Purchase Price and paid into an escrow account (the “Title Defects Escrow”) established with a federally insured savings or banking institution mutually acceptable exercised by Sellers delivering written notice to Buyer of Sellers’ election to put the excluded Allocated Property to Buyer within 120 days after the Closing Date (or, if later, 15 days after receipt of (A) the judicial determination or (B) the final determination or settlement of the proceeding described above), and if such exercise notice is given, then, within 15 days after Buyer's receipt of such notice, Sellers (shall assign such Allocated Property to Buyer by an assignment in the “Title Defects Escrow Agent”) pursuant form of Exhibit G and Buyer shall pay to Sellers an amount equal to the terms Allocated Value of an escrow agreement such Allocated Property, adjusted as provided in a form acceptable to the Defects Escrow Agent Section 3.2 and reasonably acceptable to Section 5.6(i), provided for payments made by Buyer and Seller (the “Title Defects Escrow Agreement”). (b) Seller shall have a period of 180 days within which to cure a Title Defect. under clause (i) If the Parties mutually agree that a Title Defect affecting a Purchased Asset has been cured, then within two Business Days after such determination, the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released from the Title Defects Escrow to Seller in accordance with the terms of the Title Defects Escrow Agreement. and (ii) If above, if the Parties mutually agree that a applicable Title Defect has not been cured within Adjustment or the 180 day period, then within two Business Days after such determination, Allocated Value of the applicable Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released to Buyer Exclusion, was escrowed in accordance with the terms form of the Title Defects Escrow Agreement. (iii) If, at the end of the 180 day periodcash, the Parties are unable shall instruct the Escrow Agent to agree pay such amount in cash, and if the applicable Title Defect Adjustment or the Allocated Value of the applicable Title Defect Exclusion, was escrowed in the form of Common Stock, the Parties shall instruct the Escrow Agent to deliver the appropriate number shares of Common Stock (with the sufficiency number of shares of Common Stock shall be determined using the cure of a Title Defect, then the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall remain in the Title Defects Escrow pending resolution of such disagreement in the manner provided in Section 6.12(b) for disagreements with respect to Title Defect ValuesExecution Date Stock Value).

Post Closing Cure of Title Defects. In the event that the Title Defect giving rise to the exclusion of an Allocated Property from this Agreement as a Title Defect Exclusion, or to a Purchase Price or Wapiti Commitment reduction under Section 4.5(b) for the Title Defect Amount-Assets or Title Defect Amount-Non-Producing Properties, as applicable, is cured by Seller (a) If provided Seller elects shall have no obligation to attempt to cure Title Defects) such that the post-curative Title Defect Value of such Title Defect, if any, is less than the Title Defect post-Threshold, and Seller delivers to Buyer pertinent information reasonably necessary to document the curative action, within 120 days after the Closing Date if not disputed and submitted to arbitration pursuant to Section 6.11(d)4.7 by Buyer within five (5) Business Days after Seller’s delivery of such information, or, if disputed and so submitted, immediately after the arbiter’s determination under Section 4.7, then (i) in the case of a Title Defect associated with an Allocated Property or a Wapiti Non-Producing Interest that was not excluded under this Agreement, Buyer shall pay to Seller with respect to a Title Defect related to an Allocated Property, or Buyer and Seller shall amend the Development Agreement to increase the Wapiti Commitment with respect to a Title Defect related to a Wapiti Non-Producing Interest, in each case, by an amount equal to the Title Defect Value shall be deducted from the Purchase Price and paid into an escrow account of such Title Defect (the “Title Defects Escrow”) established with or a federally insured savings or banking institution mutually acceptable to Buyer and Sellers (the “Title Defects Escrow Agent”) pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to different amount if Buyer and Seller so agree or the arbitrator so determines in accordance with Section 4.7), and (ii) in the “Title Defects Escrow case of an Allocated Property that was excluded from this Agreement”). (b) , Seller shall have a period the option to put the excluded Allocated Property to Buyer, such put option shall be exercised by Seller delivering written notice to Buyer of 180 Seller’s election to put the excluded Allocated Property to Buyer within 120 days within which after the Closing Date, and, in exchange for an assignment in the form of Exhibit D-1, effecting the transfer of the excluded Allocated Property, Buyer shall pay to cure a Title Defect. (i) If Seller an amount equal to the Parties mutually agree that a associated Title Defect affecting Exclusion (or a Purchased Asset has been cured, then within two Business Days after such determination, different amount if Buyer and Seller so agree or the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released from the Title Defects Escrow to Seller arbitrator so determines in accordance with Section 4.7), (as agreed or resolved in the terms of the Title Defects Escrow Agreement. (ii) If the Parties mutually agree that a Title Defect has not been cured within the 180 day period, then within two Business Days after such determination, the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall be released to Buyer in accordance with the terms of the Title Defects Escrow Agreement. (iii) If, at the end of the 180 day period, the Parties are unable to agree with the sufficiency of the cure event of a Title Defectdispute), then the Title Defect Value withheld for such Purchased Asset (together with any interest earned thereon) shall remain in the Title Defects Escrow pending resolution of such disagreement in the manner adjusted as provided in Section 6.12(b) for disagreements 2.2, with respect to Title Defect Valuessuch Allocated Property. Any dispute regarding matters arising under this Section 4.6 shall be resolved exclusively by arbitration using the procedures specified in Section 4.7.