Title Benefits; Remedies. (a) If any Party discovers any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Parties at or before the expiration of the Examination Period. Subject to Section 4.05(d), Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 12.02(a)(iii) with respect to the Title Benefit, in an amount mutually agreed upon by the Parties. For purposes of this Agreement, the term “
Title Benefits; Remedies. 21 Article V Environmental Matters 22 Section 5.01 Environmental Review. 22
Title Benefits; Remedies. (a) If Seller discovers, or Buyer obtains actual knowledge of, any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Party at or before the expiration of the Examination Period. Seller shall be entitled to offset the value of any Title Benefit that exceeds $50,000 against those Title Defect Values that exceed $50,000. The value of any Title Benefit shall be mutually agreed upon by the Parties. For purposes of this Agreement, the term “
Title Benefits; Remedies. If either Party discovers any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Party at or before the expiration of the Examination Period. Seller shall be entitled to (i) an offset, equal to the aggregate value of all Title Benefits, to the aggregate amount of all Title Defect Values attributable to the Title Defects reflected on all Title Defect Notices for purpose of determining if the Aggregate Title Deductible or Aggregate Defect Threshold are met; and (ii) an upward adjustment to the Purchase Price if the aggregate amount of Title Benefits exceeds the aggregate amount of all Title Defect Values attributable to the Title Defects reflected on all Title Defect Notices, but only by the amount such excess exceeds one percent (1%) of the Unadjusted Purchase Price. For purposes of this Agreement, the term “Title Benefit” means the Seller’s interest in any Asset that is greater than or in addition to that set forth in Exhibit B, including a Net Revenue Interest that is greater than that set forth in Exhibit B or Seller’s Working Interest in any Asset that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest).
Title Benefits; Remedies. (a) Seller may notify Buyer of any Title Benefits at or before the expiration of the Examination Period. Should Seller make such notice, to be effective, such notice must (i) be in writing; (ii) be received by Buyer prior to the expiration of the Examination Period; (iii) describe the Title Benefit in reasonably specific detail (including any alleged variance in the Net Revenue Interest or Working Interest); (iv) identify the specific Asset or Assets affected by the Title Benefit; and (v) include the value of the Title Benefit as determined by Seller. Subject to Section 4.05(d), Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 12.02(a)(iv) with respect to the Title Benefit, in an amount mutually agreed upon by the Parties. For purposes of this Agreement, the term “
