Purchase Price Adjustments for Title Defects. (a) Buyer may, by delivery of written notice to Sellers 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 Sellers shall attempt, where feasible, to proportionately reduce the allocated value in Exhibit "B".
(b) The Title Defect notice by Buyer shall be delivered to Sellers on or before 5:00 p.m., March 13, 1997, except that Buyer shall, to the extent reasonably practicable and in addition to the Title Defect notice, notify Sellers immediately as it becomes aware of Title Defects while performing its due diligence review of the Interests. In the event any such notice is not timely delivered, all Title Defects shall be deemed waived for all purposes and Buyer shall thereafter have no right to claim Title Defects; and in the event the Title Defect notice is timely delivered, all Title Defects not claimed in such notice shall be deemed waived for all purposes. Sellers shall have the right, but not the obligation, to attempt to cure any alleged Title Defect prior to Closing. In the event Sellers are unable or unwilling to cure an alleged Title Defect, Buyer and Sellers shall meet and use their reasonable efforts to agree on the validity of the claim of Title Defect and the amount of any required purchase price adjustment. In evaluating the significance of a fact, circumstance or condition for purposes of determining an alleged Title Defect, due consideration shall be given to the length of time that the particular Lease has been producing hydrocarbon substances and whether such fact, circum...
Purchase Price Adjustments for Title Defects. If (i) a Title Defect affecting the Non-HBP Leasehold is not cured before Closing, Purchaser does not elect to wait until the end of the 90-day cure period to receive substitute acreage pursuant to its option under Section 4.2(b), and the applicable Seller cannot provide qualified substitute acreage at the time of Closing or (ii) a Title Defect affecting the West Star Leasehold or the Oak Tree Leasehold is not cured before Closing, the Purchase Price shall be reduced at Closing pursuant to Section 3.3 by an amount equal to the aggregate of all Title Defect Values (the “Title Defect Adjustment”), unless: (i) Purchaser agrees to waive the relevant Title Defect or (ii) such Seller elects, on or before Closing to cure such Title Defect no later than 90 days after Closing (in which event the Purchase Price will be adjusted in accordance with Section 4.2(d)).
Purchase Price Adjustments for Title Defects. 10 3.7 Purchase Price Adjustment for Environmental Defects................ 11
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) 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.
(b) 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 by Buyer shall be delivered to Seller prior to the Closing Date. Seller shall have the right, but not the obligation, to attempt to cure any alleged Title Defect prior to Closing. In the event Seller is unable or unwilling to cure an alleged Title Defect, Buyer and Seller shall meet and use their best efforts to agree on the validity of the claim of Title Defect and the amount of any required purchase price adjustment. In the event the parties cannot mutually agree on a purchase price adjustment for an alleged Title Defect, (i) Buyer shall have the right to waive such title defects and proceed to Closing and accept the Interest with the alleged Title Defect with no purchase price adjustment, or (ii) if Buyer does not elect to proceed under (i), either party shall have the right to terminate this Agreement upon written notice to the other.
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. (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.
(ii) If all issues to be determined pursuant to this Section 5(e) have not been determined at least two (2) Business Days prior to the Closing Date, then at the election of either Sellers or Purchaser, subject in all respects to the termination rights under Section 10(a), the Closing Date shall be deferred until all such issues have been determined in accordance with this Section 5(e), but in no event longer than ten (10) days, and all subsequent dates and required activities having reference to the Closing Date shall be correspondingly deferred.
(iii) Subject to the provisions of subsection (i) of this Section 5(e), with respect to any Title Defect that any Seller elects not to cure or that any Seller fails to cure prior to the Closing, the portion of the Purchase Price allocable to such Seller shall be reduced by the amount determined with respect to such Title Defect pursuant to subsection (i) of this Section 5(e), unless Purchaser or Sellers elect(s) to terminate this Agreement pursuant to subsection (iv) of this Section 5(e).
(iv) Notwithstanding anything contained herein to the contrary, other than the proviso appearing in the first sentence of subsection (i) of this Section 5(e), in the event that any Title Defect that is asserted in a Title Defect Notice is not cured prior to Closing, resolved pursuant to subsection (i) of this Section 5(e), or waived in writing by Purchaser, Purchas...
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
