Common use of Title Benefit Offsets Clause in Contracts

Title Benefit Offsets. Buyer shall promptly notify each Seller Party of any Title Benefits identified by Buyer prior to the Closing, such notice to include a description of the Title Benefit and the Properties affected. Each Seller Party shall give Buyer written notice of any Title Benefits alleged by each Seller Party at least ten (10) days prior to the Closing Date. Such notice (a “Benefit Notice”) shall be in writing and shall include: (i) a description of each Title Benefit; (ii) the Allocated Value of the Properties affected by each Title Benefit; (iii) the amount by which each Seller Party believes the value of each of such Properties has been increased because of each Title Benefit; and (iv) documentation or other evidence reasonably supporting each Seller Party’s assertion of each Title Benefit and the increase in value asserted pursuant to the preceding clause (iii) with respect thereto. The upward adjustment to the Purchase Price in respect of each Title Benefit shall be determined in the same manner as provided in Section 5.02 with respect to Title Defects (in each case, a “Title Benefit Offset”). Each Seller Party shall be deemed to have waived all Title Benefits of which Buyer has not been given timely notice. All Title Benefit Offsets shall be netted against the value of Title Defects and Adverse Environmental Conditions as provided in Section 5.02(c) and Section 6.02(c). Upon a timely delivery of a Benefit Notice under this Section 5.03, Buyer and Seller will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price.

Title Benefit Offsets. Buyer shall promptly notify each Seller Party of any Title Benefits identified by Buyer prior to the Closing, such notice to include a description of the Title Benefit and the Properties affected. Each Seller Party shall give Buyer written notice of any Title Benefits alleged by each Seller Party at least ten (10) days prior to the Closing Date. Such notice (a “Benefit Notice”) shall be in writing and shall include: (i) a description of each Title Benefit; (ii) the Allocated Value of the Properties affected by each Title Benefit; (iii) the amount by which each Seller Party believes the value of each of such Properties has been increased because of each Title Benefit; , and (iv) documentation or other evidence reasonably supporting each Seller PartySeller’s assertion of each Title Benefit and the increase in value asserted pursuant to the preceding clause (iii) with respect thereto. The upward adjustment to the Purchase Price in respect of each Title Benefit shall be determined in the same manner as provided in Section 5.02 5.03 with respect to Title Defects (in each case, a “Title Benefit Offset”)Defects. Each Seller Party shall be deemed to have waived all Title Benefits of which Buyer has not been given timely noticenotice and all Title Benefits that do not meet the requirements set forth in this Section 5.04. Subject to the proviso of the following sentence and to the final sentence of this Section 5.04, in the event of a Title Benefit, Buyer and Seller shall agree upon the adjustment to the Purchase Price with respect to such Title Benefit (a “Title Benefit Offset”). All Title Benefit Offsets shall be netted against the value of the Title Defects and Adverse Environmental Conditions as provided in Section 5.02(c) Sections 5.03 and Section 6.02(c)6.03. Upon a timely delivery of a Benefit Notice under this Section 5.035.04, Buyer and Seller will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price; provided that, no action (including no adjustment to the Purchase Price) shall be required under this Section 5.04 in respect of any individual Title Benefit unless the value of such Title Benefit Offset equals or exceeds a threshold of One Thousand Five Hundred Dollars ($1,500.00) with respect to an Oil and Gas Property. With respect to all Title Benefits meeting such threshold, no action (including no adjustment to the Purchase Price) shall be required under this Article V except and only to the extent that the aggregate value of all such Title Benefits meeting the individual claim threshold set forth in this Article V, net of all Title Defects and timely asserted Adverse Environmental Conditions, exceeds a deductible equal to one percent (1%) of the Purchase Price.

Title Benefit Offsets. Buyer shall promptly notify each Seller Party of any Title Benefits identified by Buyer prior to the Closing, such notice to include a description of the Title Benefit and the Properties affected. Each Seller Party shall give Buyer written notice of any Title Benefits alleged by each Seller Party at least ten (10) days prior to the Closing Date. Such notice (a “Benefit Notice”) shall be in writing and shall include: (i) a description of each Title Benefit; (ii) the Allocated Value of the Properties affected by each Title Benefit; (iii) the amount by which each Seller Party believes the value of each of such Properties has been increased because of each Title Benefit; , and (iv) documentation or other evidence reasonably supporting each Seller Party’s assertion of each Title Benefit and the increase in value asserted pursuant to the preceding clause (iii) with respect thereto. The upward adjustment to the Purchase Price in respect of each Title Benefit shall be determined in the same manner as provided in Section 5.02 with respect to Title Defects (in each case, a “Title Benefit Offset”). Each Seller Party shall be deemed to have waived all Title Benefits of which Buyer has not been given timely notice. A property affected by a Title Benefit shall be excluded from the Assets to be purchased by Buyer hereunder and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such property unless, prior to one (1) day before the Closing Date, either (i) each Seller Party agrees to waive the relevant Title Benefit and sell the affected Asset(s) notwithstanding such Title Benefit or (ii) Buyer and each Seller Party agree upon an adjustment to the Purchase Price with respect to such Title Benefit (a “Title Benefit Offset”). All Title Benefit Offsets shall be netted against the value of Title Defects and Adverse Environmental Conditions as provided in Section 5.02(cSections 5.2(c) and Section 6.02(c6.2(c). Upon a timely delivery of a Benefit Notice under this Section 5.03, Buyer and Seller will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price.

Title Benefit Offsets. Buyer shall promptly notify each Seller Party of any Title Benefits identified by Buyer prior to the Closing, such notice to include a description of the Title Benefit and the Properties affected. Each Seller Party shall give Buyer written notice of any Title Benefits alleged by each Seller Party at least ten (10) days prior to the Closing Date. Such notice (a “Benefit Notice”) shall be in writing and shall include: (i) a description of each Title Benefit; (ii) the Allocated Value of the Properties affected by each Title Benefit; (iii) the amount by which each Seller Party believes the value of each of such Properties has been increased because of each Title Benefit; , and (iv) documentation or other evidence reasonably supporting each Seller Party’s assertion of each Title Benefit and the increase in value asserted pursuant to the preceding clause (iii) with respect thereto. The upward adjustment to the Purchase Price in respect of each Title Benefit shall be determined in the same manner as provided in Section 5.02 with respect to Title Defects (in each case, a “Title Benefit Offset”)Defects. Each Seller Party shall be deemed to have waived all Title Benefits of which Buyer has not been given timely notice. A Property affected by a Title Benefit shall be excluded from the Assets to be purchased by Buyer hereunder and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Property unless, prior to one (1) day before the Closing Date, either (i) each Seller Party agrees to waive the relevant Title Benefit and sell the affected Asset(s) notwithstanding such Title Benefit or (ii) Buyer and each Seller Party agree upon an adjustment to the Purchase Price with respect to such Title Benefit (a “Title Benefit Offset”). All Title Benefit Offsets shall be netted against the value of Title Defects and Adverse Environmental Conditions as provided in Section Sections 5.02(c) and Section 6.02(c). Upon a timely delivery of a Benefit Notice under this Section 5.03, Buyer and Seller will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price; provided that, (y) no action (including no adjustment to the Purchase Price) shall be required under this Section 5.03 in respect of any individual Title Benefit unless the value of such Title Benefit Offset equals or exceeds a threshold of One Thousand Five Hundred Dollars ($1,500.00) with respect to an Oil and Gas Property and (z) with respect to all Title Benefits meeting such threshold, no action (including no adjustment to the Purchase Price) shall be required under this Section 5.03 except and only to the extent the aggregate value of all such Title Benefits meeting such threshold, exceeds a deductible equal to one percent (1%) of the Purchase Price as to both Seller Parties.