Title and Environmental Defects Sample Clauses

Title and Environmental Defects. 5.3.1 BUYER will review title to the Property prior to Closing and notify SELLER in writing of any title defect or environmental defect (collectively, a "Defect") it discovers as soon as reasonably practicable after its discovery, but in no event less than ten (10) business days prior to the Closing Date in the case of a title defect or ten (10) business days prior to the Closing Date in the case of an environmental defect. BUYER will be deemed to have conclusively waived any title defect about which it fails to notify SELLER in writing within the applicable period specified in the preceding sentence. 5.3.2 If BUYER properly notifies SELLER of any material Defect, BUYER shall have the option to either (i) waive the Defect and close, (ii) request SELLER to cure the Defect, but SELLER will have no obligation to cure any Defects in the Property, or (iii) if SELLER declines to cure a material Defect, exclude the portion of the Property affected by the defect from the transaction under this Agreement, in which case the Purchase Price will be reduced by the Allocated Value of the excluded Property. If BUYER asks SELLER to cure a material Defect, and SELLER agrees to attempt to cure the Defect, the Closing with respect to the affected Property only will be deferred and SELLER will have thirty (30) days after the Closing Date to correct the Defect, in the case of a title defect, or one hundred twenty (120) days in the case of an environmental defect. With respect to all such material Defects that SELLER fails to cure to the reasonable satisfaction of BUYER, BUYER may rescind its purchase of that portion of the Property affected by those Defects. Notwithstanding the foregoing provisions of this Section 5.3.2, if on the Closing Date the Allocated Value of the Property affected by all uncured material Defects of which SELLER has been properly notified and which have not been cured by Seller or waived by BUYER, together with the Allocated Value of portions of the Property for which preferential purchase rights have been exercised, exceeds twenty percent (20%) of the Purchase Price, either BUYER or SELLER may terminate this Agreement, and neither party will have any further rights or obligations under this Agreement. (a) For the purpose of this Agreement, a material title defect ("Defective Interest") shall be any matter that, in the opinion of BUYER, would cause the title to the Property to fail to qualify as marketable title. Marketable title shall mean a title that ...

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. (a) The Purchase Price will be (i) decreased for the amount of Title Defects and Environmental Defects which individually exceed the Individual Defect Thresholds that, after offsetting all Title Benefits which individually exceed the Individual Benefit Amount, exceed the Aggregate Defect Threshold; or (ii) increased for the amount of Title Benefits which individually exceed the Individual Benefit Amount that, after offsetting all Title Defects and Environmental Defects which individually exceed the Individual Defect Thresholds, exceed the Aggregate Benefit Threshold, in each case, in accordance with this Section 2.1; and, (b) any adjustments to the Purchase Price based on subpart (a) (i) or (ii) hereof will be made by the Parties within sixty (60) days after the end of the Cure Period, except that any adjustment related to matters that are submitted to the Consultants for resolution will be made by the Parties as provided in Section 2.1.

Title and Environmental Defects. Buyer’s sole and exclusive remedy with respect to Losses related to Title Defects and/or Environmental Defects shall be as provided in Sections 6 and 7, respectively.

Title and Environmental Defects. Parent may conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Company’s Oil and Gas Interests in order to determine whether any Title or Environmental Defects exist. Parent must deliver to the Company in writing when discovered but in any event on or before October 29, 2002, a written notice specifying each defect associated with the Oil and Gas Interests of the Company that it asserts constitutes a violation of the representations set forth in Sections 3.15 or 3.18 (a “Title or Environmental Defect”), a description of each such Title or Environmental Defect, the amount of the adjustment to the Base Merger Consideration that it asserts based on such defect and its method of calculating such adjustment. If such notice is not timely submitted, Parent will be deemed to have waived its basis for a Merger Consideration adjustment under this Section 5.10 based on a violation of the representations set forth in Sections 3.15 or 3.18. For the purpose of determining an Environmental Defect under this Section 5.10 only, the representations and warranties set forth in Section 3.18 shall be deemed not to be qualified by the knowledge of the Company. Upon timely delivery of a notice of a Title or Environmental Defect under this Section 5.10(a), Parent and the Company will in good faith negotiate the validity of the claim and the amount of any adjustment to the Base Merger Consideration using the following criteria: (i) No single Title or Environmental Defect shall be taken into account as an adjustment to the Base Merger Consideration unless the value of such defect is determined to be more than $50,000 (the “Individual Defect Threshold”). (ii) No adjustment will be made to the Base Merger Consideration under this Section 5.10(a) except to the extent that the net total of all individual adjustments that exceed the Individual Defect Threshold under this Section 5.10(a) exceed $400,000 in the aggregate (the “Aggregate Defect Threshold”); by way of example, if the net total of all individual adjustments that exceed the Individual Defect Threshold under this Section 5.10(a) equals $410,000, then an adjustment of $10,000 shall be made to the Base Merger Consideration. (iii) If the requested adjustment is based on the Company owning a net revenue interest for a well, unit rights or leasehold rights less than that shown in Schedule 1.1, then a dow...

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 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.

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 sum of (a) with respect to Title Defects that are properly asserted by Buyer prior to the Title Claim Date pursuant to Section 11.02(a), all Actual Title Defect Amounts (or, if any such amounts cannot be determined prior to Closing, the applicable Alleged Title Defect Amounts) that individually exceed the Individual Title Defect Threshold (excluding any Actual Title Defect Amounts (or, if such amounts cannot be determined prior to Closing, the applicable Alleged Title Defect Amounts) with respect to any Assets excluded from the Transactions in accordance with this Agreement, and accounting for any offsetting Title Benefit Amounts), plus (b) with respect to Environmental Defects that are properly asserted by Buyer prior to the Environmental Claim Date pursuant to Section 12.01(a), all Actual Remediation Amounts (or, if any such amounts cannot be determined prior to Closing, the applicable Alleged Remediation Amounts) that individually exceed the Individual Environmental Threshold (excluding any Actual Remediation Amounts (or, if such amounts cannot be determined prior to Closing, the applicable Alleged Remediation Amounts) with respect to any Assets excluded from the Transactions in accordance with this Agreement), plus (c) the Allocated Value of all Assets excluded from the Transactions pursuant to Section 11.02(d)(ii), Section 11.04(b), Section 11.05(a), Section 11.05(b), Section 12.01(c)(ii) or, Section 12.01(c)(iv), as applicable, plus (d) all Casualty Losses as determined in accordance with Section 11.03 will be less than twenty percent (20%) of the Base Purchase Price.