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. 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 ARTICLE XIV GENERAL PROVISIONS 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. (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.
Title and Environmental Matters. 9 Section 3.02 Production Imbalances 9 Section 4.02 Title Defects Section 4.01 Examination Period 10 Section 4.04 Remedies for Title Defects. 13 Section 4.03 Notice of Title Defects 11 Section 4.06 Preferential Rights to Purchase. 17 Section 4.05 Special Warranty of Title 14 Section 4.08 Remedies for Title Benefits. 19 Section 4.07 Consents to Assignment 18 Section 4.10 Definitions Used in Article 4 and in this Agreement. Section 4.09 Environmental Review 20 Section 4.12 Remedies for Environmental Defects. 24 Section 4.11 Notice of Environmental Defects 23 Section Limitation of Remedies For Title Benefits, Title Defects and 4.14 Section 4.13 Independent Experts. 25 Section 4.15 DISCLAIMER AND WAIVER 28 Environmental Defects 27 Section 5.01 Existence
Title and Environmental Matters. 8 3.1 Seller's Title................................................................8 3.2 Definition of Defensible Title................................................8 3.3 Definition of Permitted Encumbrances..........................................9 3.4 Notice of Title Defects: Defect Adjustment..................................10 3.5 Consents to Assignment and Preferential Rights to Purchase...................12 3.6 Casualty or Condemnation or Expropriation Loss...............................13 3.7
Title and Environmental Matters. Purchaser hereby acknowledges and agrees, without limitation of Sellers’ representations and warranties set forth in Section 4.5, Section 5.8, Section 5.13, Section 5.15(a), Section 5.16, Section 5.17, Section 5.18, Section 5.21, Section 5.22, Section 5.33, Section 5.36, Section 5.37 and Section 5.38 (and the applicable indemnity rights under Section 13.2(c) with respect to such representations and warranties) or the indemnities in Section 13.2(e), prior to Closing, this Article 3, the conditions to Closing set forth in Article 9 and the rights and remedies set forth in Article 12, set forth Purchaser Parties’ sole and exclusive remedy against any member of the Seller Group with respect to (i) any Defect, (ii) the failure of any Subject Company Group, Subject Company or any other Person to have title to any of the Assets (whether Defensible Title or otherwise), and (iii) the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances, or any other environmental condition or obligation with respect to any Subject Company Group, Subject Company and/or the Assets.
Title and Environmental Matters. 40 Section 3.1 Title and Environmental Matters...........................................…............... 40 Section 3.2 Defects; Adjustments................................................................................ 40
Title and Environmental Matters. Without limitation of Purchaser’s rights under the R&W Insurance Policy, the conditions to closing set forth in Article 8, and the rights and remedies set forth in Article 11, this Article 3 sets forth Purchaser’s sole and exclusive remedy against any member of the Seller Group with respect to (A) any Defect, (B) the failure of Seller or any other Person to have title to any of the Assets (whether Defensible Title or otherwise) and (C) the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances or any other environmental condition with respect to the Assets.
Title and Environmental Matters. The Parties agree and acknowledge that by letter dated March 12, 2013 (the “March 12 Notice”), ASSIGNEE submitted to ASSIGNOR (i) in accordance with Section 5.6.2 of the Purchase and Sale Agreement, a notice of defects that ASSIGNEE asserts constitute Title Defects (the “Alleged Title Defects”), and (ii) a notice of potential Adverse Environmental Conditions (the “Advisory Environmental Matters”) related to the Property, but no Adverse Environmental Conditions were identified prior to Closing. Notwithstanding the provisions of Article 5 of the Purchase and Sale Agreement, the Parties agree that the Alleged Title Defects, Advisory Environmental Matters and any Adverse Environmental Conditions brought by ASSIGNEE following the Closing will be handled as follows:
