Purchase Price Adjustments for Title Defects. (a) Buyer may, by delivery of written notice to Seller of the existence of an alleged Title Defect, request reduction of the purchase price for the Interest affected. The Title Defect notice shall clearly indicate the nature of the Title Defect, the Interest to which it relates, an explanation of the Title Defect including the supporting legal theories, the allocated value of the Interest as to which all or some portion of which is affected by the Title Defect, and the amount by which Buyer believes the value of the affected Interest has been reduced because of the Title Defect, with the computation and information upon which Buyer's belief is based. In determining whether a portion of an Interest contains a Title Defect, it is the intent of the parties to include, when possible, only that portion of such Interest materially and adversely affected. If the value properly allocated to a Title Defect cannot be determined directly from Exhibit "B" because the Title Defect is included within, but does not totally comprise, the Interest to which the allocated value relates, Buyer and Seller shall attempt, where feasible, to proportionately reduce the allocated value in Exhibit "B".
Purchase Price Adjustments for Title Defects. (a) Notice of Title Defects. Buyer shall give Seller each written “Notice of Title Defects” as soon as possible but no later than 5:00 p.m. Mountain Time on May 17, 2012 (the “Title Defect Date”). Each such notice must be in writing and (i) name the affected Asset; (ii) describe each Title Defect with respect to the affected Asset; (iii) describe the basis for each Title Defect set forth in such notice; (iv) attach Supporting Documentation not in Seller’s possession; (v) state the Allocated Value (if any) of the affected Asset; (vi) state Buyer’s good faith estimate of the Title Defect Value; and (vii) set forth the computations, upon which Buyer’s estimate is based. For the purposes of this Section, “Supporting Documentation” for a particular Title Defect means if the basis is derived from any document, a copy of such document (or pertinent part thereof) or if the basis is derived from any gap in Seller’s chain of title, the documents preceding and following the gap shall be attached, or in any other case reasonable written documentation. If such Supporting Documentation is not in Seller’s possession, Buyer agrees to provide a copy of such documentation to Seller, or alternatively, a location where Seller can obtain such supporting documentation – such as a file number, etc.
Purchase Price Adjustments for Title Defects. (i) Not later than five (5) Business Days after actual receipt of any Title Defect Notice, the parties shall enter into good faith negotiations and attempt to agree on whether such claimed matters constitute a Title Defect for the purposes of this Agreement and/or the appropriate downward adjustment to the Purchase Price in connection therewith; provided, however, there shall be no downward adjustment to the Purchase Price as the result of Title Defects unless the agreed value of all Title Defects asserted by Purchaser in a timely manner prior to the Closing exceeds $30,000 and, unless such threshhold is exceeded, Purchaser shall have no right, notwithstanding any provision of this Agreement to the contrary, to terminate this Agreement. If the parties have not reached a written agreement on any such matters within three (3) Business Days after the commencement of such negotiations, then, subject to the proviso in the immediately preceding sentence, either Sellers or Purchaser may terminate this Agreement by notice in writing to Purchaser or Sellers, as the case may be.
Purchase Price Adjustments for Title Defects. Buyer may, by delivery of written notice to Seller of the existence of a Title Defect, request reduction of the purchase price for the Interest affected. Any such notice by Buyer shall include appropriate evidence to substantiate its position and shall be delivered to Seller on or before May 10, 1998. In the event any such notice is not timely delivered, Buyer shall thereafter have no right to claim a Title Defect; provided, however, Buyer shall retain its right to claim breaches of the special warranty of title contained in Section 22 hereof and the Assignment and Xxxx of Sale delivered at Closing. Seller shall have until May 15, 1998, to cure any Title Defects. In the event Seller is unable to cure a Title Defect, Buyer and Seller shall meet and use their best efforts to agree on the validity of the claim and the amount of any required purchase price adjustment utilizing the Allocated Value for the Interest as set forth on Exhibit "A-1". In determining any required purchase price adjustment, it is the intent of the parties to include, when possible, only that portion of the Interest adversely affected by the Title Defect. If the Allocated Value of the affected Interest cannot be determined directly from Exhibit "A-1" because the Title Defect is included within, but does not totally comprise, the Interest to which the Allocated Value relates, Buyer and Seller shall attempt to agree on a proportionate reduction of the Allocated Value. In the event the parties cannot mutually agree on the amount of a purchase price adjustment, Buyer shall have the right to (i) accept the Interest with the Title Defect, or (ii) terminate this Agreement as to the Interest affected by the Title Defect and receive a purchase price adjustment equal to the Allocated Value for the affected Interest (iii) Buyer and Seller shall have the right to terminate this Agreement in its entirety.
Purchase Price Adjustments for Title Defects. (a) Seller has delivered to Buyer all abstracts, title opinions, and other title evidence in Seller's possession or owned by or available to Seller relating to the Interests.
Purchase Price Adjustments for Title Defects. For purposes of this Section --------------------------------------------- 4, the term Interests or Interest shall also include any non-producing interval or undeveloped location specifically identified in Exhibit "B".
Purchase Price Adjustments for Title Defects. If the Assets are affected by Title Defects (excluding any Leases excluded pursuant to the last sentence of this Section 4.6 or pursuant to Section 4.7, collectively “Excluded Leases”), the Purchase Price will be reduced under Section 2.3 by the amount of the aggregate Title Defect Values with respect to a Title Defect unless: (i) Buyer agrees to waive the Title Defect, or (ii) Sellers cures the Title Defect, in its reasonable determination, on or before 5:00 p.m., Central Time, five (5) days before Closing. Buyer shall have the right to elect (at or prior to Closing) to exclude and have Sellers retain any Lease affected by Title Defects, in which event such Lease shall be excluded from the Assets to be assigned to Buyer at the Closing and the Purchase Price shall be reduced by an amount equal to the Per Acre Price multiplied by the number of Net Acres for such Excluded Lease.
Purchase Price Adjustments for Title Defects. (a) Notice of Title Defects. Treaty may give HighGround written “Title Defect Notice” as soon as reasonably possible but no later than Friday August 7, 2009 at 5:00 p.m. Central Time (“Title Defect Notice Date”). The Title Defect Notice must be in writing, name the affected Lease, describe each Title Defect and its basis in reasonable detail, state Treaty’s good faith estimate of the Title Defect Value, and, if applicable, contain the information required by Section 3.2(b).
Purchase Price Adjustments for Title Defects. Seller will provide a written response to Buyer’s Title Defect Notice no later than five business days after receipt thereof, which shall include identification of any Title Defects Seller disputes. The Final Purchase Price shall be subject to adjustment by an amount equal to the aggregate of all Title Defect Values, but only to the extent each Title Defect exceeds the Individual Defect Threshold and the aggregate exceeds the Aggregate Defect Threshold (with such amount being the “Title Defect Adjustment”), unless: (i) Seller successfully contests the Title Defect, in which case the provisions of Section 5.4 shall apply, or (ii) Seller cures the Title Defect no later than ninety calendar days after Closing, or (iii) Buyer agrees in writing to waive the relevant Title Defect, or (iv) Seller elects on or before the date ninety calendar days after Closing to indemnify Buyer against any Loss attributable to the relevant Title Defect.
Purchase Price Adjustments for Title Defects. (a) No adjustment to the Purchase Price for Title Defects (other than Liens) shall be made unless and until the aggregate of all Title Defect Amounts exceeds one percent of the Purchase Price, and then only to the extent and in the amount that the aggregate of such Title Defect Amounts exceeds one percent of the Purchase Price (it being expressly agreed that such one percent is a deductible).
