Common use of Seller's Election to Cure Clause in Contracts

Seller's Election to Cure. If Seller elects to cure any Title Defect, Seller shall notify Buyer of such fact. If any such Title Defect is cured or removed prior to the Closing, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property at the Closing and Seller shall have no further liability to Buyer with respect to such Title Defect. If Seller elects to attempt to cure a Title Defect, but Seller is unable to cure such Title Defect prior to the Closing, Seller shall provide to Buyer written notice of such fact. At the Closing, Seller shall not deliver to Buyer an assignment of the Property affected by the asserted Title Defect, and the Allocated Value of the Property subject to the asserted Title Defect shall be withheld from the Adjusted Purchase Price paid at Closing. Seller shall have sixty (60) days after the Closing to cure or remove all such Title Defects. With respect to those Title Defects cured or removed to the reasonable satisfaction of Buyer or as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day period, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If, at the expiration of such sixty (60) day period, there remain any Title Defects that have not been cured or removed to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property from the transactions contemplated in this Agreement and retain the previously withheld portion of the Purchase Price related to such Property, free and clear of any claim by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this Agreement.

Seller's Election to Cure. If Buyer timely asserts a Title Defect and Seller elects to cure any such Title Defect, Seller shall notify have a period of 7 days from the end of the Examination Period within which to cure the defect and furnish evidence of same (the "Cure Period"). Title Defects asserted by Buyer shall have been cured if such curative is sufficient to render Good and Defensible Title. Evidence of Seller's cure of such factTitle Defects shall be presumed to be sufficient unless, within [3] days after receipt of evidence of the same, Buyer notifies Seller that the curative is not acceptable. If Seller cures a Title Defect applicable to any Property, then such Property shall be conveyed upon Closing and the portion of the Purchase Price attributable to such Property shall be contemporaneously paid by Buyer to Seller in the same manner and to the same extent that such Property would have been treated if the Title Defect had not been asserted. If (a) Seller fails to cure any Title Defect prior to Closing or (b) if, prior to Closing, Buyer notifies Seller that the curative is unacceptable and Seller disagrees, then Buyer may elect to (x) waive such Title Defect is cured and proceed to Closing, (y) exclude the Property (or removed prior portion thereof) affected by such Title Defect and adjust the Purchase Price by an amount equal to the Defect Value attributable thereto (as defined above), or (z) if such Title Defect affecting such Property has a materially adverse effect on the value of the Subject Interests (as determined by Buyer in its sole reasonable discretion, terminate the Agreement. As to those Properties, if any, which Buyer elects to exclude pursuant to clause (y) above, the Purchase Price shall be reduced by the Defect Value of such Title Defect affecting the Property and: (a) If Seller cures a Title Defect affecting such Properties within 60 days after Closing (the "Post-Closing Cure Period"), then, on the next business day following the 69th day after Closing, or at such earlier date convenient to both Buyer and Seller, Seller shall execute and deliver to Buyer an Assignment, Xxxx of Sale, and Conveyance of the Property for which the Title Defect was cured in the same form and upon the same terms as the Properties conveyed by Seller to Buyer at Closing. Contemporaneously with such Assignment, Xxxx of Sale, and Conveyance, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment to Seller the portion of the affected Purchase Price attributable to that Property so conveyed. (b) If Seller fails to cure a Title Defect within the Post-Closing Cure Period, Buyer, at the Closing and Seller shall have no further liability its option, may elect to Buyer with respect waive or continue to assert such Title Defect. If Seller Buyer elects to attempt continue to cure a assert such Title Defect, but Seller is unable may terminate this Agreement as to cure such the Property for which the Title Defect prior to the Closingwas not cured, and neither Buyer nor Seller shall provide to Buyer written notice have any further obligation respecting the purchase or sale of such factProperty, which title shall remain in Seller. At the Closing, Seller shall not deliver If Buyer elects to Buyer an assignment of the Property affected by the asserted waive such Title Defect, and then the Allocated Value procedures of the Property subject to the asserted Title Defect Section above shall be withheld from the Adjusted Purchase Price paid at Closing. Seller shall have sixty (60) days after the Closing to cure or remove all such Title Defects. With respect to those Title Defects cured or removed to the reasonable satisfaction of Buyer or as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day period, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If, at the expiration of such sixty (60) day period, there remain any Title Defects that have not been cured or removed to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property from the transactions contemplated in this Agreement and retain the previously withheld portion of the Purchase Price related to such Property, free and clear of any claim by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this Agreementapply.

Seller's Election to Cure. If Buyer asserts Title Defects, the value diminution of which is in excess of the Threshold Amount, and Seller elects to cure any and cures such Title Defect, such Property shall be conveyed upon Closing, and the portion of the Purchase Price attributable to such Property shall be contemporaneously paid by Buyer to Seller in the same manner and to the same extent that such Property would have been treated if the Title Defect had not been asserted. In the event Seller fails to cure any Title Defect prior to Closing, then at Closing the Buyer shall notify Buyer of such factelect to either waive the Title Defect and proceed to Closing or continue to assert the Title Defect. As to those Properties where a Title Defect continues to be asserted: (a) If any Seller fails to cure a Title Defect within the one hundred and twenty (120) day period following Closing, Seller, at its option, may either (i) rescind its election to cure such Title Defect is cured or removed prior to the ClosingDefect, Buyer in which case Section 5.05 shall accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property at the Closing and Seller shall have no further liability to Buyer govern with respect to such Title Defect. If Seller elects Property; or (ii) refund the amount of the Purchase Price subject to attempt to cure a Title Defect, but Seller is unable to cure such the Title Defect prior and Buyer shall then reconvey the Property for which the Title Defect was not cured to the ClosingSeller by executing an Assignment, Xxxx of Sale and Conveyance, substantially identical in form and substance as Exhibit “E”, and neither Buyer nor Seller shall provide to Buyer written notice have any further obligation respecting the purchase or sale of such fact. At the Closing, Seller Property. (b) In no event shall not deliver to Buyer an assignment of the Property affected by the asserted Seller’s liability for uncured Title Defect, and Defects exceed the Allocated Value of the Property subject against which such Title Defect is asserted and then only to the asserted Title Defect shall be withheld from extent the Adjusted Purchase Price paid at Closing. Seller shall have sixty (60) days after the Closing to cure or remove all such Title Defects. With respect to those total amount of Title Defects cured or removed to exceeds the reasonable satisfaction of Buyer or as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day period, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If, at the expiration of such sixty (60) day period, there remain any Title Defects that have not been cured or removed to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property from the transactions contemplated in this Agreement and retain the previously withheld portion of the Purchase Price related to such Property, free and clear of any claim by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this AgreementThreshold Amount.

Seller's Election to Cure. Seller shall have the right to elect, at any time prior to or after Closing within the 120 day cure period specified below at Seller's cost, risk and expense, to attempt to cure any asserted Defect to the reasonable satisfaction of Purchaser. In the event that such Defect is not cured within the 120 day cure period specified below, then Seller, at its sole option, shall be entitled to: (a) reduce the Base Purchase Price by the Defect Amount (or if Closing has already occurred and such Defect Amount was not deducted from the Base Purchase Price actually paid by Purchaser, refund such Defect Amount to Purchaser) and either (i) retain the portion of the Subject Properties affected by the Defect, or (ii) convey the entirety of the affected portion of the Subject Properties to Purchaser; (b) agree to indemnify Purchaser from and against any and all loss, cost, expense, claim or cause of action existing or arising from such Defect and, in such event, the affected portion of the Subject Properties will be conveyed to Purchaser, the portion of the Base Purchase Price allocated thereto paid to (or if Closing has already occurred, retained by) Seller, and such Defect will be considered for all purposes hereunder as having been cured to Purchaser's satisfaction; or (c) submit for arbitration any remaining dispute as to such Defect. If Seller disputes whether an asserted Defect is actually a Defect or if Seller elects to cure any Title Defect, Seller shall notify Buyer of Defect but has not cured such fact. If any such Title Defect is cured or removed prior to the Closing, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property at the Closing and Seller shall have no further liability to Buyer with respect to such Title Defect. If Seller elects to attempt to cure a Title Defect, but Seller is unable to cure such Title Defect prior to the Closing, Seller shall provide to Buyer written notice of such fact. At then the Closing, Seller shall not deliver to Buyer an assignment portion of the Property Subject Properties affected by the asserted Title Defect, and the Allocated Value of the Property subject to the asserted Title such Defect shall be withheld deleted from the Adjusted applicable Exhibit(s) hereto and the sale contemplated herein, and retained by Seller. The portion of the Base Purchase Price attributable to such portion(s) of the Subject Properties affected by such Defect(s) shall nevertheless be paid by Purchaser at ClosingClosing to NationsBank Texas N.A. as escrow agent pursuant to a mutually acceptable escrow agreement. Seller shall have sixty (60) 120 days after following the Closing later of Closing, the Notice Date, or, if there is any dispute concerning the existence of any Defect or its value or effect, the final resolution of such dispute, within which to cure such Defect. If a Defect is cured by Seller during said 120 day period, Seller shall convey the portion of the Subject Properties affected by such Defect to Purchaser and as applicable, either (i) retain the applicable Defect Amount, or remove all such Title Defects. With respect to those Title Defects cured or removed (ii) the funds in escrow, together with interest earned thereon, attributable to the reasonable satisfaction portion of Buyer or the Subject Properties as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day periodDefect has been cured, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Propertyshall be immediately released to Seller. If, at the expiration end of such sixty the 120 day period there remains uncured a Defect, (60i) day period, there remain any Title Defects that have not been cured or removed Seller shall pay Purchaser the applicable Defect Amount to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property extent it was not deducted from the transactions contemplated Base Purchase Price at Closing and paid into escrow, or (ii) the funds in this Agreement escrow, together with interest earned thereon, attributable to the Oil and retain the previously withheld portion Gas Properties or portions thereof affected thereby shall be returned to Purchaser, and in either event such Oil and Gas Properties or portions thereof shall be retained by Seller. Costs of the Purchase Price related to such Property, free and clear of any claim escrow shall be borne one-half by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this Agreementeach Party.