Common use of Remedies for Title Defects Clause in Contracts

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 QuicksilverSeller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the parties pursuant to Section 11.1(e), in the event that any Title Defect timely asserted by BreitBurn Buyer in accordance with this Section 6.12 3.3(a) is not waived in writing by BreitBurn Buyer or cured on or before Closing, Quicksilver Seller shall, at its sole option, elect to eitherto: (i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, reduce the Initial Consideration Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Sections 6.12(f), 6.12(hSection 3.3(g) and 6.12(ior 3.3(j) as being the value of such Title Defect; (ii) indemnify Buyer against all Liability resulting from such Title Defect pursuant to an indemnity agreement (the “Title Indemnity Agreement”) in the form attached hereto as Exhibit F; (iii) convey the Title Defect Property with a reduction in the Purchase Price by the Title Defect Amount and cure the Title Defect within 90 Days after Closing in which case Buyer shall pay to Seller the Title Defect Amount”); or; (iiiv) retain the entirety of the Title Defect Property that is subject to such Title Defect Defect, together with all associated Assets, by conveying them to Seller or its designee, in which event the Initial Consideration Purchase Price shall be reduced by an amount equal to the Preliminary Allocated Value of such Title Defect PropertyProperty and such associated Assets; 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 (ivv) if applicable, terminate this Agreement pursuant to Section 8.1(c11.1(e).

Remedies for Title Defects. Subject to Quicksilver’s Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the parties pursuant to Article 15.1(d), in the event that any Title Defect timely asserted by BreitBurn Buyer in accordance with this Section 6.12 Article 12.2(a) is not waived in writing by BreitBurn Buyer or cured on or before Closingthe Title Claim Date, Quicksilver Seller shall, at its sole option, elect to eitherto: (i) subject Subject to the Individual Title Defect Threshold and the Aggregate DeductibleThreshold, reduce the Initial Consideration Purchase Price by an amount ("Title Defect Amount") determined pursuant to Sections 6.12(f), 6.12(hArticle 12.2(g) and 6.12(ior 12.2(j) as being the value of such Title Defect (the “Title Defect Amount”); orDefect; (ii) indemnify Buyer against all Liability resulting from such Title Defect pursuant to an indemnity agreement (the "Title Indemnity Agreement") in the form attached hereto as Exhibit C; (iii) retain the entirety of the Title Defect Property that is subject to such Title Defect (or accept a reassignment of such property), together with all associated Assets, in which event the Initial Consideration Purchase Price 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 Property and 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 Considerationassociated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 8.1(cArticle 15.1(d).

Remedies for Title Defects. Subject to QuicksilverSeller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Title Defect timely asserted by BreitBurn Buyer in accordance with this Section 6.12 11.2(a) is not waived in writing by BreitBurn Buyer or cured on or before Closing, Quicksilver shallthen, at its sole option, elect to either: (i) subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, Seller shall, at its sole option, elect to: (i) reduce the Initial Consideration Purchase Price by an amount the Title Defect Amount determined pursuant to Sections 6.12(fSection 11.2(g) or Section 11.2(j), 6.12(h; (ii) and 6.12(i) as being the value of indemnify Buyer against all Liability resulting from such Title Defect with respect to the Assets pursuant to an indemnity agreement (the “Title Defect AmountIndemnity Agreement”); or) substantially in the form of Exhibit I; (iiiii) retain the entirety of the Title Defect Property that is subject to such Title Defect Defect, together with all associated Assets, in which event the Initial Consideration Purchase Price 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 Property and 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 Considerationassociated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 8.1(c14.1(c); provided, however, in each instance Seller may elect the options set forth in clauses (ii) or (iii) above only to the extent Buyer consents in writing after the date hereof to be bound by and subject to any such option (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer). Seller shall be deemed to have elected, in all cases, the option set forth in Section 11.2(d)(i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the options set forth in clauses (ii) or (iii) above and Seller also elects such option or (B) Seller is permitted to, and elects to, terminate this Agreement under Section 14.1(c).

Remedies for Title Defects. Subject to QuicksilverSeller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Title Defect timely asserted by BreitBurn Buyer in accordance with this Section 6.12 11.2(a) is not waived in writing by BreitBurn Buyer or cured on or before Closing, Quicksilver shallthen, at its sole option, elect to either: (i) subject to the Individual Title Defect Threshold and the Aggregate Defect Deductible, Seller shall, at its sole option, elect to: (i) reduce the Initial Consideration Purchase Price by an amount the Title Defect Amount determined pursuant to Sections 6.12(fSection 11.2(g) or Section 11.2(j), 6.12(h; (ii) and 6.12(i) as being the value of indemnify Buyer against all Liability resulting from such Title Defect with respect to the Assets pursuant to an indemnity agreement (the “Title Defect AmountIndemnity Agreement”); or) substantially in the form of Exhibit I; (iiiii) retain the entirety of the Title Defect Property that is subject to such Title Defect Defect, together with all associated Assets, in which event the Initial Consideration Purchase Price 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 Property and 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 Considerationassociated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 8.1(c14.1(c); provided, however, in each instance Seller may elect the options set forth in clauses (ii) or (iii) above only to the extent Buyer consents in writing after the date hereof to be bound by and subject to any such option (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer). Seller shall be deemed to have elected, in all cases, the option set forth in Section 11.2(d)(i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the options set forth in clauses (ii) or (iii) above and Seller also elects such option or (B) Seller is permitted to, and elects to, terminate this Agreement under Section 14.1(c).

Remedies for Title Defects. Subject to QuicksilverSeller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the Parties pursuant to Section 14.1(c), in the event that any Title Defect timely asserted by BreitBurn Buyer in accordance with this Section 6.12 11.2 is not waived in writing by BreitBurn Buyer or cured on or before Closingthe Closing to Buyer’s reasonable satisfaction, Quicksilver then, subject to the Defect Deductible, Seller shall, at its sole option, elect to eitherto: (i) subject to reduce the Individual Purchase Price by the Title Defect Threshold and the Aggregate Deductible, reduce the Initial Consideration by an amount Amount determined pursuant to Sections 6.12(f), 6.12(hSection 11.2(e) and 6.12(i) as being the value of such Title Defect (the “Title Defect Amount”); oror Section 11.3; (ii) if the Title Defect Amount applicable to Title Defect equals or exceeds the Allocated Value of the applicable Title Defect Property, retain the entirety of the Title Defect Property that is subject to such Title Defect Defect, together with all associated Assets, in which event the Initial Consideration Purchase Price shall be reduced by an amount equal to the Preliminary Allocated Value of such Title Defect PropertyProperty and such associated Assets; 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(c14.1(c); provided, however, in each instance Seller may elect the options set forth in clause (ii) above only to the extent Buyer consents in writing after the Execution Date to be bound by and subject to such option with respect to such Title Defect Property (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer). Seller shall be deemed to have elected, in all cases, the option set forth in Section 11.2(c)(i) except to the extent that (A) Buyer consents in writing to be bound by and subject to the option set forth in clause (ii) above and Seller also elects such option or (B) Seller is permitted to, and elects to, terminate this Agreement under Section 14.1(c).

Remedies for Title Defects. Subject Seller shall have the option, but not the obligation, to Quicksilver’s continuing right attempt to dispute the existence of a cure any Title Defect and/or prior to ten (10) days after the end of the Title Examination Period (the "Title Defect Amount asserted with respect thereto, in Cure Deadline"). 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 to Buyer's reasonable satisfaction on or before Closingthe Title Defect Cure Deadline, Quicksilver Seller shall, at its sole optionelection, elect to for each Title Defect, either: (ia) 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 indemnify Buyer against all Liabilities resulting from such Title Defect (in an amount not to exceed the “Purchase Price) pursuant to a form of Title Defect Amount”Indemnity Agreement mutually agreeable by the Parties (a "Title Indemnity Agreement"); or (iib) retain subject to Section 4.05, reduce the entirety of Purchase Price by an amount (the "Title Defect Property that is Amount") determined pursuant to Section 4.06, in which event and subject to the other terms of this Agreement, the Parties shall proceed to Closing, the Asset shall be conveyed by Seller to Buyer subject to such Title Defect in which event and Buyer shall pay to Seller the Initial Consideration shall be reduced by an amount Purchase Price as so adjusted. In addition to the foregoing remedies, if the sum of all Title Defect Amounts, Environmental Defect Amounts and Casualty Losses determined prior to Closing is equal to or exceeds 5% of the Preliminary Allocated Value of such Title Defect Property; or (iii) provide BreitBurn with an indemnity (Purchase Price, then either Party shall have the terms of such indemnity right 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)Agreement.

Remedies for Title Defects. Subject (i) If, prior to QuicksilverClosing, Atlas and Representative are in agreement with respect to any Title Defect timely and properly asserted by Atlas in accordance with Section 8.2(a), then Atlas and Representative may agree in writing prior to the Closing to reduce the Merger Consideration at the Closing by including the agreed to Title Defect Amount (subject to the Individual Title Defect Threshold and the Aggregate Deductible) with respect to such Title Defect in the Closing Title Defect Amount. (ii) For all other Title Defects not resolved pursuant to Section 8.2(c)(i), then, subject to Representative’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect theretoby Atlas and subject to Section 8.2(g), in the event that any Title Defect timely and properly asserted by BreitBurn Atlas in accordance with this Section 6.12 8.2(a) is not waived in writing by BreitBurn or cured on or before Atlas, Representative shall, after Closing, Quicksilver shall, at its sole optiondiscretion, elect to eitherto: (iA) subject to the Individual Title Defect Threshold and the Aggregate Deductible, reduce the Initial Merger Consideration by instructing the Escrow Agent to release to Atlas a number of the then remaining Title Dispute Escrow Units held in escrow under the Escrow Agreement equal to (A) an amount determined pursuant to Sections 6.12(f), 6.12(h8.2(e) and 6.12(i(g) as being the value of such Title Defect Amount divided by (B) the “Title Defect Amount”)Execution Date Unit Price; or (iiB) retain the entirety of attempt to cure (in whole or in part) the Title Defect Property pursuant to Section 8.2(b); provided, however, that to the extent any of the foregoing Title Defects is subject not cured by the expiration of the Cure Period, clause (ii)(A) in this Section 8.2(c) shall apply 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)Defects.