Title Adjustments. The Purchaser shall have the opportunity to conduct and conclude its examination of title within the Inspection Period. If the Purchaser discovers any title matters to which it objects, the Seller shall be furnished with a written statement thereof (along with a copy of the title commitment and copies of all documents and instruments referenced in such title commitment), and the Seller shall be given a reasonable time in which to correct such defects (but no later than the Closing Date). If, for any reason (other than a default on the part of Seller in accordance with the terms of this Contract), the Seller is unable to deliver title in accordance with this Contract, the Seller's liability shall be limited to the return of the Xxxxxxx Money to the Purchaser. Alternatively, the Purchaser shall have the option of waiving such objection and proceeding to Closing. Subject to Purchaser's right to terminate this Contract during the Inspection Period, title to the Property shall be subject to the following "PERMITTED EXCEPTIONS":
(i) Ad valorem property taxes to the extent that they are not due and payable at the date of Closing;
(ii) Special taxes or assessments for any improvements not completed as of the date of this Contract, and all installments not due at the date of this Contract of any special tax or assessment for completed improvements (provided that such amounts are paid or prorated at Closing);
(iii) Zoning and building laws, ordinances, and regulations (as approved by Purchaser during the Inspection Period);
(iv) Existing easements for utilities, roads and highways (as approved by Purchaser during the Inspection Period);
(v) Such state of facts as would be disclosed by a current, accurate survey of the Property;
(vi) The Agreements of Lease between Retail or Retail II and certain tenants more particularly discussed on EXHIBIT "B" attached hereto (each a "TENANT LEASE", and collectively, the "LEASES") (as approved by Purchaser during the Inspection Period);
(vii) The Ground Lease between Retail and The Board of Trustees of the University of Alabama, a copy of which has been delivered to the Purchaser;
(viii) The Ground Lease between Retail II and The Board of Trustees of the University of Alabama, a copy of which has been delivered to the Purchaser;
(ix) Those existing exceptions to title described on EXHIBIT "C" attached hereto (as approved by Purchaser during the Inspection Period); and
(x) Such additional matters as may be otherwise accepted by the...
Title Adjustments. In the event of a “Title Defect” as defined in Paragraph 15.c below, Buyer shall notify Seller in writing of any matter Buyer considers to be a Title Defect not later than 9:00 a.m. CST on June 30, 2001 (the “Preliminary Defect Notice”); provided, however, that Buyer may notify Seller in writing of any Title Defect occurring subsequent to June 30, 2001 but prior to Closing (“Final Defect Notice”). Such notices shall include (i) a specific description of the matter Buyer asserts as a Title Defect, (ii) a specific description of the Asset or portion of the Assets that is affected by the Title Defect, (iii) Buyer’s calculation of the amount by which each Title Defect has diminished the value of the Assets, such amount to be determined by Buyer in good faith and in a commercially reasonable manner, and (iv) reasonable supporting documentation. Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert in its notices prior to the dates set forth in this Paragraph 15.b, or which Buyer accepts or assumes by Closing on that Asset.
Title Adjustments. In addition to any other remedies available to the Purchaser, if a casualty or title defect exists with respect to one (1) or more of the Properties which the Seller refuses to or cannot cure on or before August 1, 1998, then the Purchase Price will be adjusted downward as provided herein with such adjustment being accounted for in the post closing allocations under paragraph 9 of this Agreement. If the casualty or title defect is an encumbrance or charge which is undisputed and liquidated the decrease in the Purchase Price will be the amount necessary to satisfy such charge and remove the title defect. In all other cases, the amount of the decrease in the Purchase Price will be the amount determined by multiplying (a) the percentage of the specific Property affected by the casualty or title defect by (b) the allocation of the Purchase Price to that specific Property. As used in this Agreement, "title defect" means: (a) the Seller's title at the Effective Date or at the Closing Date is subject to a mortgage, deed of trust, lien or security interest; (b) any of the interests in the Properties are subject to being reduced by virtue of the exercise by a third party of any preferential purchase rights, reversionary or back-in interest, farmout of other than wellbore rights or other similar rights; or (c) any claim, encumbrance, defect or other matter which: (i) would cause the Purchaser to receive (free and clear of all royalties, overriding royalties, net profits interests or other burdens on or measured by production of hydrocarbons and associated gases) less than one hundred percent (100%) of the "Net Revenue Interests" set forth in Schedule "1.1" of all oil, gas, sulfur and associated liquid and gaseous hydrocarbons and other associated gases produced, saved and marketed from the Properties for the productive life of such Properties; or (ii) would obligate the Purchaser to bear costs and expenses relating to the maintenance, development or operation of any of the Properties in an amount greater than the "Working Interests" set forth in Schedule "1.1" during the productive life of such Property.
Title Adjustments. If prior to Closing, Buyer determines the existence of a "Title Defect" as defined in Section 7.3 below, Buyer shall notify Seller in writing of any matter Buyer considers to be a Title Defect as soon as Buyer becomes aware of such Title Defect but, in any event, by not later than 4:00 p.m. MST on March 21, 2003 (the "Defect Notice Date"). Such notice ("Notice of Title Defect") shall include (i) a specific description of the matter Buyer asserts as a Title Defect, (ii) a specific description of the Asset or portion of the Assets that is affected by the Title Defect, (iii) Buyer's calculation of the amount by which each Title Defect has diminished the value of the Assets, such amount to be determined by Buyer in good faith and in a commercially reasonable manner, and (iv) all necessary and desirable supporting documentation. Buyer shall be deemed to have waived any Title Defect that Buyer fails to assert in its Notice of Title Defect prior to the date set forth in this Section 7.2. This provision shall be used by Buyer for further reductions in the value of the Prospect caused by a lack of quality of title to the mineral acreage (e.g. loss of wellbore caused by loss of leasehold on which well is located, leasehold or mineral interest that cannot be delivered to Buyer at a minimum of an 80% net revenue interest, etc.). These reductions would be calculated in addition to the obligations and reductions as described 2.4.2 above is taken into account.
Title Adjustments. 16 (g) Affidavits of Non-foreign Status ...................... 17 (h) Casualty or Condemnation .............................. 17 (i) No Material Adverse Change ............................ 17 (j) Environmental Assessment .............................. 17 (k) Change of Operator .................................... 17
Title Adjustments. The Title Defect Amounts for all Title Defect Properties, if any, shall have been mutually determined by SEI and Buyer.
Title Adjustments. In addition to any other remedies available to the Purchaser, if a title defect exists with respect to one (1) or more of the Properties which the Sellers refuse to or cannot cure prior to the Closing Date, then the Purchaser may elect in writing to close the acquisition of the Properties in accordance with the terms of this Agreement and adjust the Purchase Price downward as provided herein. If the title defect is an encumbrance or charge which is undisputed and liquidated, the decrease in the Purchase Price will be the amount necessary to satisfy such charge and remove the title defect. In all other cases, the amount of the decrease in the Purchase Price will be the amount determined by multiplying the percentage of the specific Property affected by the title defect by the allocation of the Purchase Price to that specific Property.
Title Adjustments. 21 Section 6.1 No Title Warranty or Representation . . . . . . . .
Title Adjustments. If prior to Closing Buyer determines the existence of a "Title Defect" as defined in Section 7.3 below, Buyer shall notify Seller in writing of any matter Buyer considers to be a Title Defect as soon as Buyer becomes aware of such Title Defect but, in any event, by not later than 4:00 p.m. CST on December 17, 1997 (the "Defect Notice Date"). Such notice ("Notice of Title Defect") shall include (i) a specific description of the matter Buyer asserts as a Title Defect, (ii) a specific description of the Asset or portion of the Assets that is affected by the Title Defect, (iii) Buyer's calculation of the amount by which each Title Defect has diminished the value of the Assets, such amount to be determined by Buyer in good faith and in a commercially reasonable manner, and (iv) all necessary and desirable supporting documentation. Buyer shall be deemed to have waived any Title Defect which Buyer fails to assert in its Notice of Title Defect on or before the Defect Notice Date.
Title Adjustments. Section 7.1 No Title Warranty or Representation 20
Section 7.2 Buyer’s Title Review 20 Section 7.3 Determination of Title Defects 24 Section 7.4 Seller Title Credit 25 Section 7.5 Exclusion of Defect Properties 26 Section 7.6 Deferred Claims and Disputes 26 Section 7.7 No Duplication 27
