Title Defect Adjustments. (a) No adjustment to the Purchase Price for Title Defects shall be made unless and until, and only to the extent that the individual value of each Title Defect exceeds $25,000.00 or the aggregate value of all Title Defects exceeds one percent (1%) of the Purchase Price.
Title Defect Adjustments. (a) No action (including no adjustment to the Purchase Price) shall be required under Section 5.02(c) below in respect of any individual Title Defect unless the value of such Title Defect equals or exceeds a threshold of (■) with respect to a Property. With respect to all Title Defects meeting such threshold, no action (including no adjustment to the Purchase Price) shall be required under Section 5.02(c) except and only to the extent that the aggregate value of all such Title Defects and all timely asserted Adverse Environmental Conditions meeting the individual claim threshold set forth in Section 6.02(a), net of all Title Benefit Offsets, exceeds a deductible equal to one and (■) of the Purchase Price as to all Seller Parties.
Title Defect Adjustments. Buyer shall give Seller written notice of any Title Defects alleged by Buyer at least three (3) days prior to the Closing Date. Such notice (a “Defect Notice”) shall be in writing and shall include: (i) a description of each Title Defect; (ii) the Allocated Value of the Properties affected by each Title Defect; (iii) the amount by which Buyer believes the Allocated Value of each of such Properties has been reduced because of each Title Defect, and (iv) documentation or other evidence reasonably supporting Buyer's assertion of each Title Defect and the reduction in Allocated Value asserted pursuant to the preceding clause (iii) with respect thereto. Buyer shall be deemed to have waived all Title Defects of which Seller has not been given timely notice and all Title Defects that, individually or in the aggregate, do not meet the requirements set forth in Section 5.03(a) and 5.03(b). All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected Properties. Upon timely delivery of a Defect Notice under this Section 5.03, Buyer and Seller will in good faith negotiate the validity of the Title Defect and the amount of any adjustment to the Purchase Price using the following criteria:
Title Defect Adjustments. Upon receipt of the Title Defect Notice:
Title Defect Adjustments. The Parties shall proceed as follows with respect to any Notice of Title Defect:
Title Defect Adjustments. Title Defect Adjustments shall be determined as follows: iIf, because of a Title Defect, title to one or more Title Defect Properties fails completely with the effect that the applicable Seller has no ownership interest in the relevant Asset, the adjustment to the Purchase Price attributable to such Title Defect shall be the Allocated Value of the affected Assets. iiIf the Title Defect consists of a lien, encumbrance, or other charge upon the Title Defect Property which is undisputed and liquidated in amount, the adjustment to the Purchase Price attributable to such Title Defect shall be the amount necessary to pay the obligee to remove such Title Defect, not to exceed the Allocated Value of such Asset. iiiIf the applicable Seller’s actual net revenue interest in all or a portion of the Assets to be conveyed by such Seller is less than eighty percent (80%) after giving effect to the Conveyance of ORRI, the adjustment to the Purchase Price attributable to such Title Defect shall be an amount equal to (A) the ratio of (x) the difference obtained by subtracting the actual net revenue interest for such Leases from eighty percent (80%), to (y) eighty percent (80%), (B) multiplied by the Allocated Value of such Asset.
Title Defect Adjustments. (a) No action (including no adjustment to the Purchase Price) shall be required under Section 5.02(c) below in respect of any individual Title Defect unless the value of such Title Defect equals or exceeds a threshold of One Thousand Five Hundred Dollars ($1,500.00) with respect to a Property. With respect to all Title Defects meeting such threshold, no action (including no adjustment to the Purchase Price) shall be required under Section 5.02(c) except and only to the extent that the aggregate value of all such Title Defects and all timely asserted Adverse Environmental Conditions meeting the individual claim threshold set forth in Section 6.02(a), net of all Title Benefit Offsets, exceeds a deductible equal to one percent (1%) of the Purchase Price as to both Seller Parties.
Title Defect Adjustments. The aggregate of all reductions to the Purchase Price for Title Defects asserted by Buyer in good faith, and agreed to by Seller, pursuant to Article V shall not exceed ten percent (10%) of the Purchase Price.
Title Defect Adjustments. Purchaser and Sellers shall, with respect to each Title Defect Property, attempt to agree upon an appropriate adjustment to the Base Purchase Price (the "Defect Adjustment Amount") to account for such matters, in accordance with the following principles:
Title Defect Adjustments. (a) A Title Defect shall not be considered for adjustment unless such Title Defect results, in Buyer's good faith and reasonable calculation, in a reduction in the Allocated Value of a Leasehold Interest in excess of $25,000.00. "
