Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller shall have the right, but not the obligation, to deliver to Buyer on or before the Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that in Seller’s reasonable opinion constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI (each, a “Title Benefit Notice”). To be effective, each Title Benefit Notice shall be in writing and shall include (i) a description of the alleged Title Benefit, (ii) the Leases affected by the Title Benefit, (iii) supporting documents available to Seller reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, and (iv) the amount by which Seller reasonably believes the Allocated Value of each affected Lease is increased by the Title Benefit and the computations upon which Seller’s belief is based. Except for Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a), Seller shall be deemed to have waived, and none of Buyer or any of the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer has not received notice on or before the Title Defect Claim Date.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Energy Resources, LLC), Purchase and Sale Agreement (Atlas Energy, Inc.)
Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller shall have the right, but not the obligation, to deliver to Buyer on or before the an applicable Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that which, in Seller’s reasonable opinion opinion, constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI (each, a “Title Benefit Notice”). To be effective, each Title Benefit Notice shall be in writing writing, and shall include (i) a description of the alleged Title Benefit, (ii) the Subject Xxxxx or Leases affected by the Title Benefit, (iii) supporting documents available to Seller reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, Benefit and (iv) the amount by which Seller reasonably believes the Allocated Value and Allocated Carry of the Conveyed Interest in each affected Lease is increased by the alleged Title Benefit and the computations upon which Seller’s belief is based. Except Except, in the case of Title Benefits arising during Seller’s period of ownership, for purposes of defending against or paying any claim that Seller has breached its special warranty of title under the Assignment and other than Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a), Seller shall be deemed to have waived, and none waived all Title Benefits of Buyer or any of the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer it has not received given notice on or before the applicable Title Defect Claim Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Exco Resources Inc)
Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller The Sellers shall have the right, but not the obligation, to deliver to Buyer on or before the Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that in Seller’s reasonable opinion constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI (each, a “Title Benefit Notice”)) with respect to each Title Benefit, which Title Benefit Notice must be delivered by the Company or the Sellers, as the case may be, to the Buyer on or before the Title Claim Date. To be effective, each Title Benefit Notice shall be in writing writing, and shall include (iA) a description of the alleged Title BenefitBenefit(s), (iiB) the Leases Well(s) (and the applicable zone(s) therein) and/or other Oil and Gas Interests affected by the Title BenefitBenefit (each a “Title Benefit Property”), (iiiC) the Allocated Value of each Title Benefit Property, (D) supporting documents available to Seller reasonably necessary for Buyer the Buyers to verify the existence of the alleged Title BenefitBenefit(s), and (ivE) the amount by which Seller reasonably believes the Allocated Value of each affected Lease Title Benefit Property is increased by the alleged Title Benefit Benefit(s) and the computations upon which Seller’s belief is based. Except for Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a), Seller The Sellers shall be deemed to have waived, and none of Buyer or any of waived all Title Benefits which Sellers fail to assert as a Title Benefit by a Title Benefit Notice received by the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer has not received notice on or before the Title Defect Claim Date.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Eagle Rock Energy Partners L P), Contribution and Sale Agreement (Eagle Rock Energy Partners L P)
Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller shall have the right, but not the obligation, to deliver to Buyer on or before the an applicable Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that which, in Seller’s reasonable opinion opinion, constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI (each, a “Title Benefit Notice”). To be effective, each Title Benefit Notice shall be in writing writing, and shall include (i) a description of the alleged Title Benefit, (ii) the Subject Xxxxx or Leases affected by the Title Benefit, (iii) supporting documents available to Seller reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, Benefit and (iv) the amount by which Seller reasonably believes the Allocated Value and Allocated Carry of the Conveyed Interest in each affected Lease is increased by the alleged Title Benefit and the computations upon which Seller’s belief is based. Except Except, in the case of Title Benefits arising during Seller’s period of ownership, for purposes of defending against or paying any claim that Seller has breached its special warranty of title under the Assignment and other than Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a11.2 (a), Seller shall be deemed to have waived, and none waived all Title Benefits of Buyer or any of the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer it has not received given notice on or before the applicable Title Defect Claim Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Benefit Notices. In addition to any Title Benefits reported by Buyer pursuant to Section 11.2(a), Seller shall have the right, but not the obligation, to deliver to Buyer on or before the Title Defect Claim Date with respect to each Title Benefit a notice setting forth any additional matters that in Seller’s reasonable opinion constitute Title Benefits and which Seller intends to assert as Title Benefits pursuant to this Article XI VIII (each, a “Title Benefit Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Seller shall be deemed to have waived, and Xxxxx shall have no liability for, any Title Benefit that Seller fails to assert as a Title Benefit by a Title Benefit Notice received by Buyer on or before the Title Defect Claim Date. To be effective, each Title Benefit Notice shall be in writing and shall include (i) a description of the alleged Title Benefit, (ii) the Leases Asset(s) affected by the Title BenefitBenefit (each a “Title Benefit Property”), (iii) the Allocated Value of each Title Benefit Property, (iv) supporting documents available to Seller reasonably necessary for Buyer to verify the existence of the alleged Title Benefit, Benefit and (ivv) the amount by which Seller reasonably believes the Allocated Value of each affected Lease Title Benefit Property is increased by the Title Benefit and the computations upon which Seller’s belief is based. Except for Title Benefits which Buyer is required to report to Seller pursuant to Section 11.2(a), Seller shall be deemed to have waived, and none of Buyer or any of the Buyer Indemnified Parties shall have any liability for, any Title Benefit for which Buyer has not received notice on or before the Title Defect Claim Date.
Appears in 1 contract
Samples: Asset Purchase Agreement