Title and Environmental Defects. The Purchase Price will be (a) decreased for any uncured Title Defects and uncured Environmental Defects in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may conduct, at its sole cost and expense, such title examination or investigation, and other examinations and investigations (provided that the Buyer will not conduct any Phase II environmental investigations or examinations with respect to any of the Properties without the prior written consent of the Sellers, which consent may be granted or withheld by the Sellers in their sole discretion, provided that, if the Sellers do not consent to the conduct of a Phase II environmental investigation or examination requested by the Buyer with respect to any Property, then at the Buyer’s option such Property will not be sold by the Sellers to the Buyer at the Closing, will constitute an “Excluded Asset” for all purposes of this Agreement and the Purchase Price will be reduced by an amount equal to the Allocated Value thereof), as it may in its sole discretion choose to conduct with respect to the Properties in order to determine whether any Title Defects or Environmental Defects exist. The Buyer agrees to release, indemnify, defend and hold harmless the Sellers Indemnified Parties from and against all liabilities, damages, costs, losses and expenses arising from or related to the activities of the Buyer or its employees, agents, contractors and other representatives in connection with such examinations or investigations except to the extent caused by the gross negligence or willful misconduct of any Sellers Indemnified Party. The Buyer must deliver to the Sellers, on or before May 31, 2013 (the “Defect Notice Date”), one or more written notices specifying each defect associated with the Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with data and information reasonably necessary for the Sellers to verify the existence of the alleged Title Defect or Environmental Defect (a “Defect Notice”). Any matters that may otherwi...
Title and Environmental Defects. The Purchase Price will be (a) decreased only for those uncured Title Defects and uncured Environmental Defects that are in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may deliver to the Seller, on or before the Defect Notice Date, one or more written notices specifying each defect associated with the Seller’s Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with all data and information reasonably necessary for the Seller to verify the existence of the alleged Title Defect or PURCHASE AND SALE AGREEMENT 19
Title and Environmental Defects. The Purchase Price will be (a) decreased for the value, determined as provided herein, of uncured Title Defects and unremedied and unindemnified Environmental Defects that are in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may deliver to CELLC, on or before the Defect Notice Date, one or more written notices specifying each defect associated with the Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such defect and its method of calculating such adjustment, together with all data and information evidencing the Buyer’s review of public record or other information proving the existence of such defect reasonably necessary for CELLC to verify the existence of the alleged Title Defect or Environmental Defect (“Defect Notice”). Any matters that may otherwise constitute Title Defects or Environmental Defects, but of which CELLC has not been so notified in writing by the Buyer by the Defect Notice Date, shall be deemed to have been waived by the Buyer for all purposes. All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected Properties. Upon timely delivery of a Defect Notice, the Parties will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price using the following criteria. PURCHASE AND SALE AGREEMENT 13
Title and Environmental Defects. Buyer’s sole and exclusive remedy with respect to Title Defects or Losses arising thereunder shall be as provided in Exhibit A. Buyer’s sole and exclusive remedy with respect to Environmental Defects or Losses arising thereunder shall be as provided in Exhibit B.
Title and Environmental Defects. (a) Purchaser may conduct, at its sole cost, such title examination regarding whether Company or Subsidiary has Defensible Title or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Company Oil and Gas Interests in order to determine whether any Title or Environmental Defects (as defined below) exist. Purchaser must deliver to Company in writing on or before February 21, 2005 a written notice specifying each defect associated with the Oil and Gas Interests of that it asserts constitutes a violation of the representations set forth in this Section 5.12 or in Section 3.2.19 (a “Title or Environmental Defect”), a description of each such Title or Environmental Defect, the amount of the adjustment to the Base Purchase Price that it asserts based on such defect and its method of calculating such adjustment. If such notice is not timely submitted, Purchaser will be deemed to have waived its basis for a Base Purchase Price adjustment based on a violation of the representations set forth in Section 3.2.4, 3.2.18 and this Section 5.12, as well as waived its basis for any claim or other assertion of rights or damages based on a breach of such representations.
Title and Environmental Defects. The Purchase Price will be decreased for any Title Defects and Environmental Defects (as hereinafter defined) pursuant to paragraph 9 of this Agreement.
Title and Environmental Defects. The Buyer may conduct, at its sole cost and expense, such title examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Interests in order to determine whether any Title Defects or Environmental Defects exist. All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected Interests. All adjustments to the Purchase Price based on an Environmental Defect related to an Interest will be in the amount necessary to remediate or otherwise cure such Environmental Defect. No adjustments to the Purchase Price will be made for Title Defects and Environmental Defects unless the aggregate amount of all Title Defects and Environmental Defects exceeds Five Hundred Thousand Dollars ($500,000.00) (the "Aggregate Defect Threshold") and no single Title Defect or Environmental Defect with respect to an Interest shall be asserted or taken into account in determining the Aggregate Defect Threshold unless the value of all Title Defects and Environmental Defects with respect to such Interest is determined to be more than Five Thousand Dollars ($5,000.00).
Title and Environmental Defects. During the First Claim Period and the Second Claim Period, the Buyer will have the right to notify the Sellers in writing that the Buyer is asserting a Title Defect or Environment Defect with respect to the Interests. Such notice will specify the nature of the claims, the amount the Buyer proposes to be paid out of the First Hold Back Amount and/or the Second Hold Back Amount with respect to such claims and the basis of any claims. In the event the Sellers either (a) dispute the Buyer's claims, or (b) intend to attempt to cure the asserted defect, the Sellers will notify the Buyer in writing thereof within three (3) days after receipt of such notice. In the event (i) the Sellers are unable to cure any asserted defect that they have attempted to cure, and/or (ii) the Sellers and the Buyer, both acting in good faith, are unable to reach agreement as to the value of any disputed or uncured defect within five (5) days after receipt by the Buyer of the notice of dispute or intent to attempt to cure, then the Sellers shall notify the Buyer not later than the close of business on such fifth day (or if it is a Saturday, Sunday or legal holiday, the close of business on the next business day) whether the Sellers intend to either (y) accept the Buyer's calculation of the value of the subject defect, or (z) delete the affected item of the Interests from the sale and concede to the Buyer an allowed claim against the Escrow Amount (or against Sellers, in the event the amount remaining in the Escrow Account is insufficient) equal to the Allocated Value of the deleted item of the Interests. In the event the Sellers fail to give such notice, then they shall be deemed to have accepted the Buyer's calculation of the value of the defect. In the event the Sellers timely notify the Buyer of their intent to delete the affected item of the Interests from the sale, the Buyer shall have the last opportunity, by notice to the Sellers not later than the close of business on the next business day after receipt of the Sellers' notice, to accept the Sellers' calculation of the value of the defect and thereby retain the affected item of the Interests. In the event the affected item of the Interests is deleted from the sale, the Buyer shall, upon receipt of payment in full of the Allocated Value of the affected item of the Interests (whether out of the Escrow Account or directly from the Sellers) promptly reconvey such item of the Interests to the Sellers, effective as of the Effective T...
Title and Environmental Defects. For the purposes of this Agreement, a Lease will be deemed to have a "Defect" if (i) the net acres owned by Synergy in such Lease after delivery of Seller' assignment at Closing would be less than the net acres as described in Exhibit F, if any, or (ii) Seller' title to the Lease in question or the environmental condition of the lands covered thereby is defective to a degree that a reasonably prudent operator in the Rocky Mountains would not acquire an interest in such an undeveloped Lease for the purpose of holding it as undrilled inventory until appropriate curative work had been performed, or with respect to a Lease held by production, that a reasonably prudent operator in the Rocky Mountains would diligently remediate the environmental condition as expeditiously as possible.
Title and Environmental Defects. For the purposes of this Agreement, a Lease will be deemed to have a "Defect" if ATEC/Apollo's title to the Lease in question or the environmental condition of the lands covered thereby is defective to a degree that a reasonably prudent operator in the Rocky Mountains would not drill (or, in the case of environmental condition, acquire) such Lease until appropriate curative work had been performed. The Purchase Price has been computed on the basis that Teton will be acquiring Defect-free Leases covering 162,427 net acres, with no lease having a net revenue interest less than 80%, and the Parties have entered into this Agreement based on a mutual factual belief that the Defect-free Leases will, when considered together, have a mean average net revenue interest of approximately 82.4%. If the Leases do not cover the full 162,427 net acres at a minimum net revenue of 80%, the Purchase Price shall be reduced by $20 per net acre below 162,427, and will be increased by $20 per net acre above 162,427 (without adjustment for net revenue interest), in both cases rounding the net acres to the nearest whole number. Adjustments, whether up or down, will be applied 80% to the cash portion of the Purchase Price and 20% to the Teton stock portion of the Purchase Price, with the aggregate number of warrants adjusted so that the number of shares available for purchase under the warrants is always equal to 50% of the number of shares forming the Teton stock portion of the Purchase Price. Neither fractional shares nor warrants allowing the purchase of fractional shares will be issued; instead, any adjustment necessary to ensure the use of whole shares will be made in cash at the end of the 60-day period provided in Section 3.4, below.
