Common use of Seller's Rights and Opportunity to Cure Clause in Contracts

Seller's Rights and Opportunity to Cure. If Buyer timely gives Seller --------------------------------------- Title Defect Notice(s) of one or more Title Defects, Seller shall have the right to then or thereafter dispute the existence of such Title Defect and/or the alleged Title Defect Amount asserted with respect thereto in accordance with the provisions of Section 6.5 of this Agreement. In addition, the following terms and conditions shall apply with respect to any Title Defect asserted by Buyer in a timely Title Defect Notice: (i) Seller shall have until two (2) days prior to the Closing Date, at its cost and expense, if it so elects but without obligation, to cure all or a portion of such asserted Title Defects. Any asserted Title Defects which are waived by Buyer within such time shall be deemed "Permitted Encumbrances" hereunder. Subject to Sections 6.2(c)(ii) and 6.2(c)(iii) and Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, if Seller within such time fails to cure any Title Defect of which Buyer has given timely written notice as required above, and Buyer has not and does not waive same on or before the day immediately preceding the Closing Date, the Well or Unit affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (ii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i), Seller may elect to delay the Closing for a period of up to thirty (30) calendar days to afford Seller the opportunity, if it so elects, to attempt to cure any of the properly asserted Title Defects prior to the Closing. Subject to Section 6.2(c)(iii) and Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, if Seller within such time period fails or refuses to cure any Title Defect of which Buyer has given a timely Title Defect Notice and Buyer has not waived and does not waive the same before the delayed Closing, the Well or Unit affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (iii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i) or Section 6.2(c)(ii), as applicable, Seller may elect to close the transactions contemplated hereby and retain the right to cure any of such Title Defects after Closing (whether or not Seller elects to delay Closing pursuant to Section 6.2(c)(ii) above). In such event, but subject to Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, the Purchase Price shall be subject to reduction pursuant to Section 6.2(d) taking into account all Title Defect Amounts attributable to the Title Defect Properties affected by the Title Defects which Seller may elect to cure after Closing. Seller shall have one hundred twenty (120) calendar days after the Closing Date (as may be delayed pursuant to Section 6.2(c)(iii) above) in which to attempt to cure any such Title Defects and to increase or restore any Seller Title Credits. If Seller cures any such Title Defect, then Buyer shall promptly pay Seller the Title Defect Amount with respect to the Title Defect that is so cured, but not exceeding the aggregate amount of the reductions in the Purchase Price which Buyer received as a result of any Title Defects, together with interest on the amount due Seller from the Closing Date through and including the date of payment at the Agreed Rate. Furthermore, the Title Defect Deductible shall be restored to the extent any portion of the Title Defect Deductible was applied as a credit against the Title Defect Amount attributable to such cured Title Defect. If a positive balance exists in the Available Deductible Amount after any restorations or increases thereof pursuant to the foregoing, and Seller has suffered a reduction in the Purchase Price as a result of any one or more uncured Title Defects, Buyer shall pay to Seller an amount (together with interest thereon from the Closing Date through and including the date of payment at the Agreed Rate) equal to the lesser of (i) the amount by which the Purchase Price was reduced as a result of such uncured Title Defects and (ii) the then existing balance of the Available Deductible Amount.

Seller's Rights and Opportunity to Cure. If Buyer timely gives Seller --------------------------------------- Title Defect Notice(s) of one or more Title Defects, Seller shall have the right to then or thereafter dispute the existence of such Title Defect and/or the alleged Title Defect Amount asserted with respect thereto in accordance with the provisions of Section 6.5 8.4 of this Agreement. In addition, the following terms and conditions shall apply with respect to any Title Defect asserted by Buyer in a timely Title Defect Notice: (i) Seller shall have until two (2) days prior to the Closing Date, at its cost and expense, if it so elects but without obligation, to cure all or a portion of such asserted Title Defects. Any asserted Title Defects which are waived by Buyer within such time shall be deemed "Permitted Encumbrances" hereunder. Subject to Sections 6.2(c)(ii) and 6.2(c)(iiiSection 8.2(c)(ii) and Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.58.4, if Seller within such time fails to cure any Title Defect of which Buyer has given timely written notice as required above, and Buyer has not and does not waive same on or before the day immediately preceding the Closing Date, the Well or Unit each Asset affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (ii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i), Seller may elect to delay the Closing for a period of up to thirty (30) calendar days to afford Seller the opportunity, if it so elects, to attempt to cure any of the properly asserted Title Defects prior to the Closing. Subject to Section 6.2(c)(iii) and Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, if Seller within such time period fails or refuses to cure any Title Defect of which Buyer has given a timely Title Defect Notice and Buyer has not waived and does not waive the same before the delayed Closing, the Well or Unit affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (iii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i) or Section 6.2(c)(ii8.2(c)(i), as applicable, Seller may elect to close the transactions contemplated hereby and retain the right to cure any of such Title Defects after Closing (whether or not Seller elects to delay Closing pursuant to Section 6.2(c)(ii) above)Closing. In such event, but subject to Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.58.4, the Purchase Price Initial Payment shall be subject to reduction pursuant to Section 6.2(d) 8.2(d), taking into account all Title Defect Amounts attributable to the Title Defect Properties affected by the Title Defects which Seller may elect to cure after Closing. Seller shall have one hundred twenty ninety (12090) calendar days after the Closing Date (as may be delayed pursuant to Section 6.2(c)(iii) above) in which to attempt to cure any such Title Defects and to increase or restore any Seller Title CreditsDefect. If Seller cures any such Title Defect, then Buyer shall promptly pay Seller the Title Defect Amount with respect to the Title Defect that is so cured, but not exceeding the aggregate amount of the reductions in the Purchase Price which Buyer received Initial Payment as a result of any Title Defects, together with interest on the amount due Seller from the Closing Date through and including the date of payment at the Agreed Rate. Furthermore, the Title Defect Deductible shall be restored to the extent any portion of the Title Defect Deductible was applied as a credit against the Title Defect Amount attributable to such cured Title Defect. If a positive balance exists in the Available Deductible Amount after any restorations or increases thereof pursuant to the foregoing, and Seller has suffered a reduction in the Purchase Price as a result of any one or more uncured Title Defects, Buyer shall pay to Seller an amount (together with interest thereon from the Closing Date through and including the date of payment at the Agreed Rate) equal to the lesser of (i) the amount by which the Purchase Price was reduced as a result of such uncured Title Defects and (ii) the then existing balance of the Available Deductible Amount.

Seller's Rights and Opportunity to Cure. If Buyer timely gives Seller --------------------------------------- a Title Defect Notice(s) of one or more Title DefectsDefects Notice, Seller shall have the right to then or thereafter dispute the existence of such Title Defect and/or the alleged Title Defect Amount asserted with respect thereto in accordance with the provisions of Section 6.5 9.1 of this Agreement. In addition, the following terms and conditions shall apply with respect to any Title Defect asserted by Buyer in a timely Title Defect Notice: (i) Seller shall have until two (2) days prior to the Closing Date, at its cost and expense, if it so elects but without obligation, to cure all or a portion of such asserted Title Defects. Any asserted Title Defects which that are waived by Buyer within such time shall be deemed "“Permitted Encumbrances" ” hereunder. Subject to Sections 6.2(c)(ii) and 6.2(c)(iiiSection 8.1(b)(ii) and Seller's continuing ’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.59.1, if Seller within such time fails to cure any Title Defect of which Buyer has given timely written notice as required above, and Buyer has not and does not waive same on or before the day immediately preceding the Closing Date, the Well or Unit each Asset affected by such uncured and unwaived Title Defect shall be a "“Title Defect Property."” (ii) If Buyer furnishes to Seller a timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i), Seller may elect to delay the Closing for a period of up to thirty (30) calendar days to afford Seller the opportunity, if it so elects, to attempt to cure any of the properly asserted Title Defects prior to the Closing. Subject to Section 6.2(c)(iii) and Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, if Seller within such time period fails or refuses to cure any Title Defect of which Buyer has given a timely Title Defect Notice and Buyer has not waived and does not waive the same before the delayed Closing, the Well or Unit affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (iii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i) or Section 6.2(c)(ii8.1(b)(i), as applicable, Seller may elect to close the transactions contemplated hereby and retain the right to cure any of such Title Defects after Closing (whether or not Seller elects to delay Closing pursuant to Section 6.2(c)(ii) above)Closing. In such event, but subject to Seller's continuing ’s right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.59.1, the Purchase Price shall be subject to reduction pursuant to Section 6.2(d) 8.1(c), taking into account all Title Defect Amounts attributable to the Title Defect Properties affected by the Title Defects which Seller may elect elects to cure after Closing. Seller shall have one hundred twenty ninety (12090) calendar days after the Closing Date (as may be delayed pursuant to Section 6.2(c)(iii) above) in which to attempt to cure any such Title Defects and to increase or restore any Seller Title CreditsDefect. If Seller so cures any such Title DefectDefect within such ninety (90) day period, then Buyer shall promptly pay Seller the Title Defect Amount with respect to the Title Defect that is so cured, but not exceeding the aggregate amount of the reductions in the Purchase Price which that Buyer received as a result of any Title Defects, together with interest on the amount due Seller from the Closing Date through and including the date of payment at the Agreed Rate. Furthermore, the Buyer may dispute whether any such Title Defect Deductible has been so cured by giving Seller prompt written notice thereof and in that event the matter shall be restored to resolved in accordance with the extent any portion provisions of the Title Defect Deductible was applied as a credit against the Title Defect Amount attributable to such cured Title Defect. If a positive balance exists in the Available Deductible Amount after any restorations or increases thereof pursuant to the foregoing, and Seller has suffered a reduction in the Purchase Price as a result Section 9.1 of any one or more uncured Title Defects, Buyer shall pay to Seller an amount (together with interest thereon from the Closing Date through and including the date of payment at the Agreed Rate) equal to the lesser of (i) the amount by which the Purchase Price was reduced as a result of such uncured Title Defects and (ii) the then existing balance of the Available Deductible Amountthis Agreement.

Seller's Rights and Opportunity to Cure. If Buyer timely gives Seller --------------------------------------- Sellers Title Defect Notice(s) of one or more Title Defects, Seller Sellers shall have the right to then or thereafter dispute the existence of such Title Defect and/or the alleged Title Defect Amount asserted with respect thereto in accordance with the provisions of Section 6.5 7.5 of this Agreement. In addition, the following terms and conditions shall apply with respect to any Title Defect asserted by Buyer in a timely Title Defect Notice: (i) Seller Sellers shall have until two (2) days prior to the Closing Date, at its their cost and expense, if it they so elects elect but without obligation, to cure all or a portion of such asserted Title Defects. Any asserted Title Defects which are waived by Buyer within such time shall be deemed "Permitted Encumbrances" hereunder. Subject to Sections 6.2(c)(iiSection 7.2(c)(ii) and 6.2(c)(iii) and Seller's continuing Sellers' right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.57.5, if Seller Sellers within such time fails fail to cure any Title Defect of which Buyer has given timely written notice as required above, and Buyer has not and does not waive same on or before the day immediately preceding the Closing Date, the Well or Unit each Asset affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (ii) If Buyer furnishes to Seller Sellers timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i7.2(c)(i), Seller as applicable, Sellers may elect to delay close the Closing for a period of up to thirty (30) calendar days to afford Seller transactions contemplated hereby and retain the opportunity, if it so elects, to attempt right to cure any of the properly asserted such Title Defects prior to the after Closing. Subject In such event, but subject to Section 6.2(c)(iii) and Seller's continuing Sellers' right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.5, if Seller within such time period fails or refuses to cure any Title Defect of which Buyer has given a timely Title Defect Notice and Buyer has not waived and does not waive the same before the delayed Closing, the Well or Unit affected by such uncured and unwaived Title Defect shall be a "Title Defect Property." (iii) If Buyer furnishes to Seller timely Title Defect Notice(s) of one or more Title Defects and the same are not waived or cured as provided in Section 6.2(c)(i) or Section 6.2(c)(ii), as applicable, Seller may elect to close the transactions contemplated hereby and retain the right to cure any of such Title Defects after Closing (whether or not Seller elects to delay Closing pursuant to Section 6.2(c)(ii) above). In such event, but subject to Seller's continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto under Section 6.57.5, the Purchase Price shall be subject to reduction pursuant to Section 6.2(d) 7.2(d), taking into account all Title Defect Amounts attributable to the Title Defect Properties affected by the Title Defects which Seller Sellers may elect to cure after Closing. Seller Sellers shall have one hundred twenty ninety (12090) calendar days after the Closing Date (as may be delayed pursuant to Section 6.2(c)(iii) above) in which to attempt to cure any such Title Defects and to increase or restore any Seller Title CreditsDefect. If Seller cures Sellers cure any such Title Defect, then Buyer shall promptly pay Seller Sellers the Title Defect Amount with respect to the Title Defect that is so cured, but not exceeding the aggregate amount of the reductions in the Purchase Price which Buyer received as a result of any Title Defects, together with interest on the amount due Seller from the Closing Date through and including the date of payment at the Agreed Rate. Furthermore, the Title Defect Deductible shall be restored to the extent any portion of the Title Defect Deductible was applied as a credit against the Title Defect Amount attributable to such cured Title Defect. If a positive balance exists in the Available Deductible Amount after any restorations or increases thereof pursuant to the foregoing, and Seller has suffered a reduction in the Purchase Price as a result of any one or more uncured Title Defects, Buyer shall pay to Seller an amount (together with interest thereon from the Closing Date through and including the date of payment at the Agreed Rate) equal to the lesser of (i) the amount by which the Purchase Price was reduced as a result of such uncured Title Defects and (ii) the then existing balance of the Available Deductible Amount.