Common use of Remedies for Title Defects Clause in Contracts

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, 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 convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to Seller.

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence Upon timely delivery of a Title Defect or Notice, Purchaser and Seller shall meet and use commercially reasonable efforts to agree on the validity of such Title Defect and, if valid, the Title Defect Amount Value thereof. Subject to Section 5.3(e), if Purchaser and Seller agree prior to the Closing on the Title Defect Value and Seller does not cure such Title Defect prior to Closing, then the Asset affected by such Title Defect shall, at Seller’s election, either (i) be conveyed by Seller to Purchaser at Closing and the Purchase Price shall be adjusted by the Qualified Title Defect Value, (ii) be excluded from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof, or (iii) be the subject of Seller’s further attempts to cure in accordance with Section 5.5. If, prior to Closing, Purchaser and Seller have not agreed on the validity of one or more Title Defects asserted in accordance with respect theretothis Article V or on the Title Defect Value(s) thereof or on whether one or more Title Defects has been cured to the reasonable satisfaction of Purchaser prior to Closing, then the Parties shall submit such Title Defect to arbitration pursuant to the provisions of Section 5.8. If Seller elects to attempt to cure one or more Title Defects then Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to twenty (20) Business Days in the event that any Title Defect timely asserted by Buyer Seller believes in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, good faith that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to it can cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure Defect within such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to Sellerextended period.

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(a) Seller may elect, 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 convey to cure any Title Defect so as to remove the Title Defect Property at Seller’s sole cost and expense. If Seller elects to cure a Title Defect so as to remove the Title Defect pursuant to this Section 4.05(a) but is unable to do so prior to Closing, the affected Assets shall nevertheless be conveyed to Buyer at Closing with a reduction to the Purchase PriceClosing, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated at Closing shall be adjusted downward by the foregoing sentence shall equal the amount Title Defect Value of the aggregate applicable Title Defect, and Buyer shall pay (i) an amount equal to such Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject Value to the Individual Escrow Agent at Closing, and (ii) if the Allocated Value exceeds the Title Threshold and the Aggregate Deductible set forth in Section 4.2(i)Defect Value, less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, difference between the “Allocated Value and the Title Defect Adjustment”). Value to Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defectsat Closing. If Seller cures any such the applicable Title Defect so as to Buyer's reasonable satisfaction prior remove the Title Defects pursuant to the end of the Post-Closing Cure Periodthis Section 4.05(a) within sixty (60) days after Closing, then the Title Defect Amount with respect Parties shall promptly instruct the Escrow Agent to release an amount equal to the Title Defect that Value (together with interest accrued thereon) to Seller. If Seller elects to cure a Title Defect so as to remove the Title Defect pursuant to this Section 4.05(a) but is unable to do so cured within sixty (60) days after Closing, then the Parties shall promptly be paid by Buyer instruct the Escrow Agent to Sellerrelease an amount equal to the Title Defect Value (together with interest accrued thereon) to Buyer.

Remedies for Title Defects. Subject to the limitations set forth in Section 4.05: (a) With respect to each Title Defect asserted prior to the Claim Date against a Seller's continuing right , such Seller shall take one of the following actions within ten (10) days after the Claim Date unless such Seller and Buyer otherwise agree: (i) agree that such Title Defect is valid, in which event the Seller Representative and Buyer shall jointly instruct the Escrow Agent to dispute disburse from the existence Title/Environmental Escrow to Buyer the portion of a the Title Defect Amount thereof attributable to the Initial Assets (and if the Option is exercised, the Option Purchase Price shall be reduced by the Title Defect Amount thereof attributable to the Option Assets), (ii) submit any disputes with respect thereto to arbitration pursuant to Section 4.06(c) or (iii) elect to attempt to cure such Title Defect to Buyer’s reasonable satisfaction, on or before 6:00 p.m. Midland, Texas time on the date that is one hundred and eighty (180) days after the Claim Date (the “Cure End Date”). In the event any Seller elects to proceed under subsection (ii) or (iii) of the foregoing sentence, the portion of the Title Defect Amount thereof attributable to the Initial Assets shall remain in the Title/Environmental Escrow until the resolution of the arbitration, the satisfactory cure of such Title Defect or the Title Defect Amount asserted with respect theretoCure End Date, as applicable. On the date that is ten (10) days following the Claim Date, Buyer and the Seller Representative shall jointly instruct the Escrow Agent to disburse to Sellers the balance of the Title/Environmental Escrow other than the amounts that are to remain in the event that Title/Environmental Escrow for Title Defects or Environmental Defects which have been submitted to arbitration or which any Seller has elected to cure. Each Seller shall use commercially reasonable efforts to cure any Title Defect timely asserted Defects for which it elects to cure. Buyer agrees to reasonably cooperate with any attempt by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, a Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such any Title Defects after Closing as provided belowDefect. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have If one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt or more Sellers elect to cure any such Title Defects subject Defect and are able to do so to Buyer’s reasonable satisfaction on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to disburse the Title Defect Amount for such Title Defect from the Title/Environmental Escrow to such Sellers to the continuing application of extent attributable to the Individual Title Threshold and the Aggregate DeductibleInitial Assets. Buyer shall use reasonable efforts to cooperate with Seller's efforts If one or more Sellers elect to cure such Title Defects. If Seller cures any such Title Defect and are not able to do so to Buyer's ’s reasonable satisfaction prior on or before the Cure End Date, the Seller Representative and Buyer shall jointly instruct the Escrow Agent to the end of the Post-Closing Cure Period, then disburse the Title Defect Amount with respect for such Title Defect from the Title/Environmental Escrow to Buyer to the extent attributable to the Initial Assets. If Buyer and one or more Sellers dispute whether Sellers have cured any Title Defect that to Buyer’s reasonable satisfaction, such dispute shall be submitted to arbitration under Section 4.06(c). In the event the aggregate amount of Title Defects and Environmental Defects affecting the Initial Assets asserted prior to the Claim Date exceeds the Title/Environmental Escrow, the Option Purchase Price shall be reduced by the amount by which the Title/Environmental Escrow is so cured exceeded, or if the Option is not exercised, the Initial Purchase Price shall promptly be paid reduced by Buyer such amount in calculating the Adjusted Initial Purchase Price, pursuant to SellerSection 10.01(a).

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, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c4.2(b) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall may elect to: (i) exclude the Title Defect Property from the Transaction and, subject to the Individual Title Threshold, reduce the Purchase Price by the Allocated Value of the Title Defect Property, or (ii) convey the Title Defect Property to Buyer at Closing with a reduction Closing, and, subject to the Individual Title Threshold and the Title Deductible, reduce the Purchase Price, provided, however, that Price by the Title Defect Amount of the Title Defect ("Title Defect Adjustment") and Seller shall retain the right to cure such Title Defects Defect after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”)Closing. Seller shall have one hundred twenty eighty (120180) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Title Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller timely cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure PeriodDefect, then Buyer shall promptly pay the Title Defect Amount Adjustment with respect to the Title Defect that is so cured shall promptly be paid by Buyer cured, together with accrued interest, to Seller.

Remedies for Title Defects. Subject (a) If Seller elects to Seller's continuing right attempt to dispute the existence of a cure any Title Defect or pursuant to Section 4.04(b), but is unable to do so prior to Closing, the affected Assets shall nevertheless be conveyed to Buyer at Closing, the Purchase Price at Closing shall be adjusted downward by the Title Defect Amount asserted with respect theretoValue of the applicable Title Defect, in the event that any and Buyer shall pay (i) an amount equal to such 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 Value to the Escrow Agent at Closing, Seller shall convey and (ii) if the Allocated Value exceeds the Title Defect Property to Buyer at Closing with a reduction to the Purchase PriceValue, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, difference between the “Allocated Value and the Title Defect Adjustment”)Value to Seller at Closing. If Seller shall have one hundred twenty cures the applicable Title Defect on or before the date that is sixty (12060) days after the Closing Date date Buyer delivered the respective Title Defect Notice to Seller pursuant to Section 4.04(a) (the “Post-Closing Cure Period”) in which to attempt to cure any provided however, that if Buyer materially supplements or modifies such Title Defects subject Defect Notice prior to the continuing application Defect Notice Date, such sixty (60) day period shall run from the date of such supplement or modification), then the Individual Parties shall promptly instruct the Escrow Agent to release the Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts Defect Value to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such elects to cure a Title Defect so as to Buyer's reasonable satisfaction prior remove the Title Defect pursuant to this Section 4.05(a) but is unable to do so within the end of the Post-Closing Cure Periodtime period set forth in this Section 4.05(a), then the Title Defect Amount with respect Parties shall promptly instruct the Escrow Agent to release an amount equal to the Title Defect that is so cured shall promptly be paid by Buyer Value to SellerBuyer.