Remedies for Title Defects. (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply.
(b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement.
(c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments t...
Remedies for Title Defects. Subject to Quicksilver’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by BreitBurn in accordance with this Section 6.12 is not waived in writing by BreitBurn or cured on or before Closing, Quicksilver shall, at its sole option, elect to either:
(i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, reduce the Initial Consideration by an amount determined pursuant to Sections 6.12(f), 6.12(h) and 6.12(i) as being the value of such Title Defect (the “Title Defect Amount”); or
(ii) retain the entirety of the Title Defect Property that is subject to such Title Defect in which event the Initial Consideration shall be reduced by an amount equal to the Preliminary Allocated Value of such Title Defect Property; or
(iii) provide BreitBurn with an indemnity (the terms of such indemnity to be reasonably satisfactory to BreitBurn) for such Title Defect under the Title Indemnity Agreement (but in no case shall Quicksilver’s liability with regard thereto exceed the Preliminary Allocated Value for the applicable Title Defect Property), in which case the Title Defect Property shall be sold to BreitBurn at Closing with no adjustment to the Initial Consideration; or
(iv) if applicable, terminate this Agreement pursuant to Section 8.1(c).
Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:
(i) subject to the Individual Title Defect Threshold and the Title Indemnity Deductible, reduce the Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 11.2(g) or 11.2(j) as being the value of such Title Defect;
(ii) retain the entirety of the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Title Defect Property and such associated Assets; or
(iii) if applicable, terminate this Agreement pursuant to Section 14.1(f).
Remedies for Title Defects. Upon timely delivery of a Title Defect Notice, Purchaser and Seller shall meet and use commercially reasonable efforts to agree on the validity thereof and, if valid, the Title Defect Value thereof. If, prior to Closing, Purchaser and Seller have not agreed on the validity of one or more Title Defects asserted in accordance with this Article V or on the Title Defect Value(s) thereof or, if applicable, Seller cannot cure such Title Defect(s) to the reasonable satisfaction of Purchaser prior to Closing, with respect to each such Title Defect, either (a) Seller may elect to exclude the Assets affected by one or more of such Title Defects from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Values thereof, (b) Seller may elect to attempt to cure one or more of such Title Defect(s) in accordance with Section 5.5, or (c) the dispute(s) with respect to Title Defects affecting Assets that Seller does not so elect to exclude or attempt to cure (“Title Disputes”) shall be submitted to arbitration pursuant to the provisions of Section 5.9 and, at the election of Seller, the Closing may be delayed until such arbitration is concluded. Anything in this Agreement to the contrary notwithstanding, Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to thirty (30) days in the event that Seller believes in good faith that it can cure any Title Defect asserted by Purchaser.
Remedies for Title Defects. Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, and subject to the Individual Title Threshold and Aggregate Defect Deductible, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall elect, in its sole discretion, one of the following:
(1) convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price by an amount equal to the aggregate Title Defect Values (the aggregate amount of all such reductions to the Purchase Price, the “Title Defect Adjustment”), and retain the right to cure the Title Defect after Closing;
(2) provided that Seller obtains the written consent of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the Purchase Price, and indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect pursuant to a mutually agreed indemnity agreement; or
(3) retain the entirety of the Leases or Xxxxx subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such property and such associated Assets.
Remedies for Title Defects. TITLE INCREASES.
(a) Seller shall have the right, but not the obligation, to attempt to cure any Title Defect with respect to which it has received notice from Buyer as contemplated in Section 4.3 prior to the Notification Deadline.
(b) With respect to any Title Defect for which Seller receives the required notice from Buyer before the Notification Deadline, Seller may, subject to the terms of the last sentence of this Section 4.4(b), elect at Closing from among the following options with respect to Title Defects that remain uncured:
15 21 (i) Seller may elect to exclude the Lease subject to the Title Defect from the sale hereunder, in which event the Purchase Price shall be reduced by the Allocated Value (as defined in Section 4.5) of such Lease; or
Remedies for Title Defects. With respect to any Title Defect identified by the Partnership to IPP during the Survival Period, IPP shall have a period of time terminating ninety days after the date upon which IPP receives the Title Defect Notice, during which to cure such Title Defect. The Partnership shall allow IPP and its representatives such access to the Assets during normal business hours as is necessary or reasonable for such curative efforts. If IPP contests the validity of the alleged Title Defect or the adequacy of such Title Defect Notice or if IPP has not cured such Title Defect during such period and the Partnership does not waive such Title Defect, then the Parties shall negotiate in good faith to reach agreement with respect to the adequacy of such Title Defect Notice, the existence of the Title Defect and the Title Defect Amount (if any) for such Title Defect. If the Parties agree on the adequacy of such Title Defect Notice, the existence of the Title Defect and the Title Defect Amount, then subject to the limitations contained in Section 4.06, the Capital Accounts (as defined in the Partnership Agreement) of the Parties shall be adjusted in accordance with Section 3.1(c)(iii) of the Partnership Agreement. If, by the date ten days after the end of the ninety day curative period referenced above, the Parties have failed to reach agreement, then either IPP or the Partnership shall have the right to elect to have the adequacy of such Title Defect Notice, the validity of such Title Defect and/or such Title Defect Amount determined by an Independent Expert pursuant to Section 15.03.
Remedies for Title Defects. If Buyer timely notifies Seller of a Title Defect, as provided above, Seller shall have the right, but not the obligation, to elect to cure the Title Defect or, in the alternative, reduce the Purchase Price by the amount of the value of the uncured Title Defect in the manner provided in Section 5.05. Seller shall furnish to Buyer prior to Closing written notice of its election, and such notice shall state whether Seller agrees with the value attributed to the Title Defect as set forth in Buyer's notice. If Seller does not agree with (i) Buyer's determination that a Title Defect exists on a Property or (ii) the amount determined by Buyer as the diminution in value as a result of the Title Defect, Seller may submit the disagreement to arbitration in accordance with the procedures set forth in Section 10.17.
Remedies for Title Defects. 18 Section 4.06 Special Warranty of Title 20
Remedies for Title Defects. Subject to Laramie’s or Delta’s, as applicable, continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by a Party in accordance with Section 4.2(c) actually exists and is not waived by other Party or cured on or before Closing, Laramie or Delta, as applicable, shall convey the Title Defect Property to the Company at Closing with a reduction to the Laramie Payment or Delta Payment, as applicable, by an amount equal to the Title Defect Amount for such Title Defect as determined pursuant to Section 4.2(h), and subject to the Aggregate Title Deductible (the “Title Defect Adjustment”).
