Title Adjustment Sample Clauses

Title Adjustment. There shall not exist at Closing hereunder any uncured Title Defects asserted by Buyer except where:
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Title Adjustment. There shall not exist at the Closing any ----------------- uncured Title Defects with respect to the Producing Wells, unless adjustments thexxxxxe have been made pursuant to the further terms hereof. Buyer shall notify Seller in writing of any Title Defects not less than ten (10) days prior to Closing. Seller may elect to cure or remove any Title Defect(s) at Seller's expense. In the event Seller elects to cure or remove one or more Title Defects, Seller shall have until Closing within which to cure or remove such Title Defect. In the event Seller is unable to cure or remove one or more such Title Defects, Buyer shall have the option with respect to each such Title Defect to (i) require that the Consideration be adjusted by reason of such defect in the manner provided for in Section 3(a) above, or (ii) to remove the Producing Well affected by the Title Defect from the effects of this Agreement and to require the allocated value for such Producing Well to be subtracted from the Consideration. If Buyer elects to remove affected Producing Wells with allocated values xxxxegating more than Fifteen Million Dollars ($15,000,000), then either Buyer or Seller shall have the option to terminate this Agreement. The term "Title Defect", as used herein, shall mean any encumbrance, lien, mortgage, production payment, pledge, claim, charge, call on production, defect, error, omission, unleased mineral interest, preferential purchase right or requirement for consent to assignment that results in Seller not having defensible title to any of the Producing Wells.
Sample 1
Title Adjustment. There shall not exist at Closing any uncured Title Defects which exceed the Title Basket Value (as defined in Section 5.07(b) below) unless adjustments therefor have been made pursuant to the further terms of this Agreement or Buyer has elected to waive any such Title Defects. Buyer shall notify Seller in writing of any claimed Title Defects no later than fifteen (15) days after the Execution Date or September 29, 2009 (“Title Defects Notice”). The Title Defects Notice shall set forth in reasonable detail (i) the Well and/or Lease with respect to which a claimed Title Defect is made; (ii) the nature of such claimed Title Defect; and (iii) Buyer’s calculation of the value of each claimed Title Defect in accordance with the guidelines set forth in Section 5.06. Any Title Defect that is not identified in the Title Defects Notice shall thereafter be forever waived and expressly assumed by Buyer and shall be deemed to have become a Permitted Encumbrance. As used in this Agreement, the following terms shall have the following meanings:
Sample 1
Title Adjustment. There shall not exist at the Closing any uncured Title Defects (as defined in Section 19.10 hereof), unless adjustments therefor have been made pursuant to the further terms hereof. Buyer shall notify Seller in writing of any Title Defects not less than fifteen (15) days prior to Closing. Seller shall have seven (7) days after receipt of notice to either (i) cure or remove such Title Defect, (ii) adjust the Purchase Price by reason of such defect(s) in the manner provided for in Section 3(b)(5) above, or (iii) remove that portion of the Property affected by the Title Defect(s) from the effects of this Agreement and subtract the allocated value for that portion of such Property from the Final Purchase Price. Should Seller elect to cure or remove a Title Defect but Seller is unwilling or unable to cure or remove the same within said seven (7) day period, then no later than three (3) days prior to Closing, Seller may notify Buyer in writing of Seller's election to accept (ii) or (iii) above. Failure of Buyer to give Seller timely notice of the existence of any Title Defects on or before the date that is fifteen (15) days before the Closing shall constitute a waiver by Buyer of any such unasserted Title Defects, and preclude Buyer from later asserting any claims for adjustment to the Final Purchase Price, and Buyer shall be deemed to have accepted the affected Properties subject thereto. If Buyer asserts claims with regard to Title Defects which would result in an adjustment and/or reduction to the Purchase Price such claims shall be subject to subsection (d) of Article III of this Agreement.
Sample 1

Related to Title Adjustment

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • CPI Adjustment The fixed fees and other fees expressed as stated dollar amounts in this schedule and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index entitled "All Services Less Rent of Shelter" or a similar index should such index no longer be published.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • PREMIUM ADJUSTMENT If THE COMPANY overpays a reinsurance premium and THE REINSURER accepts the overpayment, THE REINSURER’s acceptance will not constitute or create a reinsurance liability or increase in any existing reinsurance liability. Instead, THE REINSURER will be liable to THE COMPANY for a credit in the amount of the overpayment. If a reinsured policy terminates, THE REINSURER will refund the excess reinsurance premium. This refund will be on a prorated basis without interest from the date of termination of the policy to the date to which a reinsurance premium has been paid.

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

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