Title and Environmental Matters. (a) After the execution hereof, Buyer shall have the right to conduct such title examination of the Assets as Buyer deems necessary or appropriate. If Buyer determines in good faith that any Title Defect and/or Environmental Defect exists, then Buyer may give Seller written notice on or prior to the Defect Notice Date of any claimed Title Defect and/or Environmental Defect (each such Title Defect and/or Environmental Defect is referred to as a “Pre-Closing Title/Environmental Defect”). To be effective, each such notice shall set forth (a) a description of the matter constituting the claimed Pre-Closing Title/Environmental Defect, and (b) the proposed Purchase Price reduction for the cost of curing the Pre-Closing Title/Environmental Defect in question. Seller shall have the right, but not the obligation, to cure any claimed Pre-Closing Title/Environmental Defect on or before Closing. The parties shall reduce the Purchase Price to reflect the mutually agreed upon estimated cost of curing all Pre-Closing Title/Environmental Defects not cured by Seller prior to Closing (or if no cure is possible, the mutually agreed upon diminution of the value of the affected Assets from the Allocated Value of such Asset); provided, however, that if the estimated costs to cure such Pre-Closing Title/Environmental Defects and/or diminution in the value in the aggregate exceed the Materiality Threshold, either Buyer or Seller may terminate this Agreement by giving notice to the other party prior to Closing; further provided, however, that Buyer shall have until Closing to notify Seller that it waives such amount which exceeds the Materiality Threshold and in such event Seller will no longer have an option to terminate. Notwithstanding anything herein to the contrary, no adjustment to the Purchase Price for any Pre-Closing Title/Environmental Defects will be made unless the aggregate adjustments for all Pre-Closing Title/Environmental Defects exceeds $750,000 (the “Title/Environmental Threshold”), but if such Title/Environmental Threshold is met, the adjustment to the Purchase Price for such Pre-Closing Title/Environmental Defects shall be from the first dollar of such defects.
(b) If Seller and Buyer cannot agree on the existence of a Pre-Closing Title/Environmental Defect or the adjustment, if any, therefor on or before five (5) days prior to Closing, , then the dispute will be submitted to a title attorney selected by Seller and Buyer (such title attorney hereinafter, the “T...
Title and Environmental Matters. THE ONLY REPRESENTATIONS, WARRANTIES, OR COVENANTS BEING MADE BY SELLER WITH RESPECT TO THE COMPANIES’ TITLE TO THE COMPANY ASSETS OR THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE COMPANY ASSETS ARE IN Article V AND EXHIBIT B, AND ALL OTHER REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO TITLE OR THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE COMPANY ASSETS OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED, OR STATUTORY, ARE HEREBY WAIVED AND DISCLAIMED IN THEIR ENTIRETY.
Title and Environmental Matters. 7 3.1 Seller's Title...............................................7 3.2 Definition of Defensible Title...............................7 3.3 Definition of Permitted Encumbrances.........................8 3.4 Notice of Title Defects: Defect Adjustment.................10 3.5 Consents to Assignment and Preferential Rights to Purchase..11 3.6 Casualty or Condemnation or Expropriation Loss..............12 3.7
Title and Environmental Matters. Except as set forth in Article 13 with respect to the representations and warranties in Section 5.17 and the Special Warranty of Title set forth in Section 3.2(j), Purchaser hereby acknowledges and agrees that this Article 3 and Article 12 set forth Purchaser’s sole and exclusive remedy against any member of the Seller Group with respect to any Defect, the failure of any member of Company Group or any other Person to have title to any of the Assets (whether Record/Beneficial Title or otherwise), and the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances, or any other environmental condition or obligation with respect to the Assets.
Title and Environmental Matters. 13.1 Title Defects 60 13.2 Title Defect Amount 61 13.3 Limitations on Adjustments for Title Defects 61 13.4 Resolution of Title Defects 62 13.5 Environmental Defects 63 13.6 Resolution of Environmental Defects 63 13.7 Limitations on Adjustments for Environmental Defects 64 13.8 NORM 65 13.9 Sole Remedy 65 14.1 Survival 66 14.2 Confidentiality 66 14.3 Public Announcements 66 14.4 Notices 66 14.5 Xxxxxx, Xxxxxx of Damages 68 14.6 Entire Agreement; Amendment 68 14.7 Assignment 68 14.8 Severability 68 14.9 Expenses 68
Title and Environmental Matters. Section 4.01 Examination Period. From the date of this Agreement through 11:59 p.m. Central Time on December 11, 2012 (the “Notification Date”), Seller shall permit Buyer and/or its representatives to examine during normal business days and hours at a location designated by Seller, all abstracts of title, title opinions, title files, ownership maps, lease, Well, and division order files, assignments, operating, and accounting records and all Leases, Surface Agreements, Permits, Contracts, and other agreements, data, analyses, and information pertaining to the Assets insofar as the same may now be in existence and in the possession of Seller (or agent or Representative of Seller), subject to such restrictions upon disclosure as may exist under confidentiality or other agreements binding upon Seller and relating to the data. If there are any documents that Seller cannot provide Buyer due to a confidentiality requirement, Seller shall describe to Buyer the withheld document and cooperate with Buyer to obtain access thereto from the third party if Buyer so requests.
Title and Environmental Matters. The Parties acknowledge that [*] has not developed all of the Leases and that title opinions have not been rendered on the Leases. Teton shall have until March 31, 2005 to examine title to the Leaxxx xnd the environmental condition of the lands covered thereby and deliver to [*] a title defect letter. Teton will use its best efforts to keep [*] informed as to any title defects on an ongoing basis. [*] will have the right for thirty days after the notice of a defect to cure title into Teton. [*] represents that there are [*] net mineral acres included in the Leases without any significant environmental problems, but Teton's sole remedy for a breach of this representation shall be a xxxuction of the Cash Consideration due [*] attributable to the net mineral acres not owned by [*] or not in satisfactory environmental condition. As evidence of the breach, Teton must provide affirmative written evidence that [*]'s title xx xhe Leases in question or the environmental condition of the lands covered thereby is defective to a degree that a reasonably prudent operator in the [*] would not drill (or, in the case of environmental condition, acquire) such Lease until appropriate curative work had been performed. The Parties agree that the value of such acreage is $[*] per net mineral acre. If it is determined that [*] owns more than [*] net mineral acres, then Teton's acquisition of that acreage will be addressed as Additional Leases under Paragraph 5, below. If it is determined that [*] owns less than 138,063 net acres with acceptable title and acceptable environmental condition, then this Transaction shall terminate and the $322,354.36 of additional earnest money shall be refunded by [*] to Teton.
Title and Environmental Matters. 32 Section 3.2 Defects; Adjustments 34 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 43
Title and Environmental Matters. (i) With respect to all Company Properties that are owned by Franco-Nevada or any of its Subsidiaries in fee simple (collectively, the "FRANCO-NEVADA OWNED PROPERTIES"), Franco-Nevada and its Subsidiaries are in exclusive possession thereof and have good, sufficient and marketable title to the real property interests, including fee simple estate of and in real property, leases, easements, rights of way, permits or licences from land owners or authorities permitting the use of land by it necessary to permit the operation of its business as presently owned and conducted, except for failures of title that would individually or in the aggregate not be Materially Adverse to Franco-Nevada and its Subsidiaries, taken as a whole. The term "COMPANY PROPERTIES" means all real property owned, leased or controlled by Franco-Nevada or any of its Subsidiaries.
Title and Environmental Matters. 31 Section 6.01
