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).
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc)
Remedies for Title Defects. Subject to Seller’s the Sellers’ 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 in accordance with this Section 14.1(f2.05(b), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a2.05(b)(i) is not waived in writing by Buyer or cured on or before Closing, Seller the Sellers shall, at its their sole option, elect to:
(iA) subject to the Individual Title Defect Threshold and the Title Indemnity Aggregate Deductible, reduce the Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 11.2(g2.05(b)(vii) or 11.2(j2.05(b)(x) as being the value of such Title Defect;
(iiB) retain the entirety of the Title Defect Property Oil and Gas Interest that is subject to such Title Defect, together with all associated AssetsOil and Gas Interests, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Title Defect Property asset and such associated AssetsOil and Gas Interests; or
(iiiC) if applicable, terminate this Agreement pursuant to Section 14.1(f)9.01.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Eagle Rock Energy Partners L P), Contribution and Sale Agreement (Eagle Rock Energy Partners L P)
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 post-closing cure rights of the parties Seller and related rights of Buyer pursuant to Section 14.1(f3.15(b), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) 3.6 is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:
(ia) subject to the Individual Title Defect Threshold and the Title Indemnity Aggregate Defect Deductible, reduce the Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 11.2(g) or 11.2(j) 3.12 as being the value of such Title Defect;
(iib) 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 AssetsProperty; or
(iiic) if applicable, terminate this Agreement pursuant to Section 14.1(f11.1(d).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Crimson Exploration Inc.)