Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions: (i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount; (ii) if the Title Defect is an Encumbrance, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property; (iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B; (iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; (v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and (vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc)
Title Defect Amount. The (i) If the Title Defect represents a discrepancy between (A) the actual Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Allocated Value (on a per acre dollar amount) for such Title Defect Property set forth on Exhibit A; provided that if the Title Defect does not affect the Lease throughout the entire life of the Lease, then the Title Defect Amount determined under this Section 11.2(g) shall be reduced to take into account the applicable time period only.
(ii) Except as provided in Section 11.2(g)(i), the Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Conveyed Interests attributed to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(iA) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iiB) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiiC) if the Title Defect represents a discrepancy between (A1) the Net Revenue Interest for any Title Defect Property and (B2) the Net Revenue Interest stated set forth in Exhibit A for such property, and Exhibit Bthe Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of (x) the Allocated Value of the Conveyed Interests attributed to such Title Defect Property multiplied by (y) a fraction, the numerator of which is the absolute value of such Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and Exhibit Bfor such property;
(ivD) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Conveyed Interests attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (1) the reasonable cost and expense of curing such Title Defect and (2) the Allocated Value of the Conveyed Interests attributable to the Title Defect Property;
(vE) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(viF) notwithstanding anything to the contrary in this Article XIcontrary, the aggregate Title Defect Amounts attributable to the effects of all Title Defects under this Section 11.2(g)(i), upon any Title Defect Property shall not exceed the Allocated Value of the Conveyed Interests attributable to such Title Defect Property.
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 Defect Amount. (a) The Title Defect Amount resulting from a Title Defect shall be the aggregate amount by which the Allocated Value of the affected each Title Defect Property affected by the applicable Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and the Seller Representative agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest of Sellers for any Title Defect Property and (Bii) the Net Revenue Interest net revenue interest stated in Exhibit A C for Sellers for such Title Defect Property, and there is a proportional decrease in Sellers’ working interest stated in Exhibit BC for such Title Defect Property, then the Title Defect Amount shall be the product of the Allocated Value of such affected Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest actual decrease in net revenue interest from that stated in Exhibit C and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and Exhibit BC for Sellers;
(iv) if the Title Defect represents an obligation or Encumbrance obligation, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property (including the depths) affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and the Seller Representative and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XISection 4.08 (except for Section 4.08(a)(ii), to which this clause (vi) will not apply), the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any each Title Defect Property shall not exceed the Allocated Value of such Title Defect Property.
(i) If Buyer and the Seller Representative are unable to agree upon the Title Defect Amount under this Section 4.08, or the validity of a Title Defect or any cure thereof, and Sellers have not elected to cure such Title Defect pursuant to Section 4.04(c), the Parties shall proceed to the Closing and the following will apply:
(A) In the event that the unresolved portion of the Title Defect Amount asserted in good faith by Buyer in the Title Defect Notice with respect to such Title Defect exceeds fifty percent (50%) of the Allocated Value of the Title Defect Property, at Seller Representative’s option, exercisable at any time up to three (3) Business Days prior to the Closing, the Title Defect Property will be excluded from the Assets at Closing and treated as Excluded Assets for all purposes of this Agreement, and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Title Defect Property.
(B) For all other Title Defects subject to this Section 4.08(b) not excluded from the Assets pursuant to Section 4.08(b)(i)(A):
(I) the Title Defect Property shall be conveyed to Buyer, the Purchase Price shall be reduced by an amount equal to the unresolved portion of the Title Defect Amount asserted in good faith by Buyer in the Title Defect Notice with respect to such Title Defect and such amount shall be paid by Buyer into an escrow account established with Escrow Agent pursuant to the terms of an escrow agreement in a form acceptable to Escrow Agent and reasonably acceptable to Buyer and the Seller Representative.
(II) Such matter(s) will be exclusively and finally resolved by agreement, or by arbitration pursuant to this Section 4.08(b).
(III) The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by agreement, or by arbitration pursuant to this Section 4.08(b).
(ii) With respect to any arbitration under this Section 4.08, there shall be a single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil and gas titles involving Texas properties, as selected by mutual agreement of Buyer and the Seller Representative within fifteen (15) days after the Cure Period (in the case of arbitration pursuant to Section 4.05(c)) or the Closing Date (in the case of arbitration pursuant to this Section 4.08), and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 4.08(b). The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon all Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 4.08(a) and elsewhere in this Article IV and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator, including petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Amounts submitted by a Party and may not award damages, interest or penalties to any Party with respect to any matter. Buyer and the Seller Representative shall each bear its own legal fees and other costs of presenting its case. The Seller Representative shall bear one-half of the costs and expenses of the Title Arbitrator and Buyer shall bear the other half of such costs and expenses. The Parties will implement the Title Arbitrator’s determination pursuant to Section 4.08(b)(iii).
(iii) Within three (3) days of the Title Arbitrator’s decision with respect to a Title Defect Property:
(A) if such Title Defect Property is included at Closing pursuant to Section 4.05(a), the provisions of Section 4.05(d) and Section 4.05(e), as applicable, will apply to such Title Defect Property; or
(B) if the Title Defect Property was included at Closing pursuant to Section 4.08(b)(i)(B), Seller Representative and Buyer shall instruct Escrow Agent to pay the amounts determined to be owed to the applicable Parties from the Escrow Defect Deposits.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Athlon Energy Inc.), Purchase and Sale Agreement (Athlon Energy Inc.)
Title Defect Amount. The If any Title Defect Amount resulting from a is not cured or removed prior to delivery of the Settlement Statement by Buyer and Buyer does not waive such Title Defect, then the Purchase Price payable at Closing by Buyer shall be reduced pursuant to Section 3(b)(iv) by an amount equal to the following (the “Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:Amount”):
(i) if Buyer and Seller agree on the Title Defect Amountamount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between decrease in (A) the Net Revenue Interest actual net revenue interest for any Title Defect Property and Well, below (B) the Net Revenue Interest stated net revenue interest set forth in Exhibit A B for such Well (and there is a corresponding decrease in the working interest for such Well below the working interest set forth in Exhibit B), then the Title Defect Amount shall be the product of (y) the Allocated Value of such Title Defect Property Well multiplied by (z) one (1), minus a fraction, the numerator of which is the Net Revenue Interest decrease actual net revenue interest for such Well and the denominator of which is the Net Revenue Interest stated net revenue interest for such Well set forth in Exhibit A and Exhibit B;
(iii) if the Title Defect consists of a lien, encumbrance or other charge that is
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property is of a type not described aboveabove in subsections (i) through (iii), the Title Defect Amount shall be determined by taking into account an amount that fairly and reasonably compensates Buyer for such Title Defect. Provided, however, that in the Allocated Value of the event Seller and Buyer cannot agree on Title Defect PropertyAmount, then the portion amounts shall be resolved by a dispute resolution process using a single impartial arbitrator, with at least ten (10) years’ experience in oil and gas title issues, to be selected by agreement of Seller and Buyer, or, in the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by event Buyer and Seller and cannot agree on an arbitrator, such other reasonable factors arbitrator shall be selected by the Dallas office of the American Arbitration Association. The arbitrator’s decision as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any final and not appealable. Buyer and Seller shall each bear its own attorneys’ fees and costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary such arbitration. Such arbitration shall be conducted in this Article XIFort Worth, Texas. Once appointed, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property arbitrator shall not exceed the Allocated Value have any ex parte communications with any of the Title Defect Propertyaffected parties.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sanchez Midstream Partners LP)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value value of the affected Title Defect Property is reasonably reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer WFSG and Seller APL agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(ivc) if the Title Defect represents an obligation or Encumbrance Lien upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the reasonably estimated potential economic effect of the Title Defect over the life of the Title Defect Property, the values and estimated cost to cure placed upon the Title Defect by Buyer WFSG and Seller APL and such other reasonable factors as are necessary to make a proper evaluation;; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect; and
(vd) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 2 contracts
Samples: Formation and Exchange Agreement (Atlas Pipeline Partners Lp), Formation and Exchange Agreement (Atlas Resources Public #18-2008 Program)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of If Seller elects not to cure any such Title Defect and or is unable to cure any such Title Defect prior to the Cure Deadline as provided above, then the amount of each such Title Defect (the “Title Defect Amount”) shall be determined in accordance with the following terms and conditionsas follows:
(i) if Buyer and Seller agree in writing on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Propertysuch Lien;
(iii) if the Title Defect represents a discrepancy between (A) the Company’s aggregate ownership of Net Revenue Interest Acres for any Title Defect Property Lease and (B) the amount of Net Acres set forth for such Lease in Annex A-1, and there is no discrepancy between the aggregate Net Revenue Interest stated of the Company in Exhibit A such Lease and Exhibit Bthe Net Revenue Interest set forth for such Lease in Annex A-1, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property Lease multiplied by a fraction, the numerator of which is the difference between the number of Net Revenue Interest decrease Acres owned by the Company in such Lease and the number of Net Acres set forth for such Lease in Annex A-1, and the denominator of which is the Net Revenue Interest stated Acres set forth for such Lease in Exhibit A and Exhibit BAnnex A-1;
(iv) if the Title Defect represents a discrepancy between (A) the Company’s aggregate Net Revenue Interest for any Oil & Gas Interest and (B) the Net Revenue Interest stated in Annex A-1 or Annex A-2, as applicable, for such Oil & Gas Interest, and for which there is not any change in the Seller’s Working Interest or Net Acre ownership for such Oil & Gas Interest from that set forth in Annex A-1 or Annex A-2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Oil & Gas Interest multiplied by a fraction, the numerator of which is the decrease in Seller’s aggregate Net Revenue Interest in such Oil & Gas Interest and the denominator of which is Seller’s Net Revenue Interest stated in Annex A-1 or Annex A-2, as applicable, for such Oil & Gas Interest; provided, however, that if the Title Defect does not affect the Oil & Gas Interest throughout its entire productive life, the Title Defect Amount shall be delivered pursuant to Section 3.1(g)(v);
(v) if the Title Defect represents an obligation obligation, encumbrance, burden, or Encumbrance upon charge upon, or other defect in title to to, the Title Defect Property affected Oil & Gas Interest of a type not described abovein subsections (i), (ii), (iii) or (iv) of this Section 3.1(g), the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect PropertyLease or Well so affected, the portion of Seller’s interest in the Title Defect Property Lease or Well affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the productive life of the Title Defect Propertyaffected Lease or Well, the values placed upon the Title Defect by Buyer and Seller Seller, the age of the factual matters causing or constituting the alleged Title Defect, the probability that title failure will occur with respect to any Title Defect that represents only a possibility of title failure, and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, 3:
(A) an individual claim for a Title Defect for which a valid claim notice is given prior to the Claim Deadline shall only generate an adjustment to the Purchase Price under this Agreement if the Title Defect Amount with respect thereto exceeds seventy-five thousand dollars ($75,000) (the “Title Threshold Amount”);
(B) the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property given Oil & Gas Interest shall not exceed the Allocated Value of such Oil & Gas Interest;
(C) the Title Defect PropertyAmount with respect to a Title Defect shall be determined without any duplication of any costs or Losses included in another Title Defect Amount hereunder or for which Buyer otherwise receives credit in the calculation of the Purchase Price; provided, however that if a Title Defect affecting any Lease for which an Allocated Value is set forth on Annex 1 also affects any Well for which an Allocated Value is set forth on Annex 2, (A) any Title Defect Amount shall be determined separately with respect to each Title Defect Property affected by the Title Defect and (B) any Title Defect Amount with respect to a Lease shall be limited only to the interest in the Lease outside of the Well and, correspondingly, the Title Defect Amount with respect to any Well will not include any portion of any Lease to the extent not attributable to the wellbore of the applicable Well in question; and
(D) there shall not be any adjustment to the Purchase Price for any Title Defect under this Agreement unless and until the sum of each individual Title Defect Amount (calculated separately for each Title Defect Property affected by the applicable Title Defect) in excess of the Title Threshold Amount exceeds the Title Deductible Amount, after which time Buyer shall only be entitled to an adjustment to the Purchase Price with regards to Title Defects for amounts in excess of the Title Deductible Amount and after giving effect to any offset for Title Benefit Amounts as provided in Section 3.1(h)(vi).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Civitas Resources, Inc.), Membership Interest Purchase Agreement (Civitas Resources, Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) does not affect the ratio of the Net Revenue Interest to the Working Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) If (A) a Title Defect Property is not a Well (or specified zone(s) therein), (B) such Title Defect Property does not have an Allocated Value, (C) the Title Defect with respect to such Title Defect Property causes a loss of title to such Title Defect Property, and (D) the loss of such title to such Title Defect Property will prevent the continued operation or production of a Well (or one or more specified zone(s) therein) shown in Exhibit A (such Well or the specified zone(s) therein being referred to as the “Affected Well”) and the other Assets are not capable of providing an alternative means to support, in all material respects, the continued operation or production of the Affected Well, then such Title Defect Property (a “Defective Support Property”) and such Affected Well(s) shall collectively be considered a single Title Defect Property for purposes of this Article XI; provided, however, that the Title Defect Amount resulting from the Title Defect affecting such Defective Support Property shall be the lesser of (1) the reasonable cost to replace such Defective Support Property, if such Defective Support Property is reasonably capable of being replaced, (2) the reasonable cost of providing an alternative means to support in all material respects the continued operation or production of the Affected Well, or (3) the Title Defect Amount that would otherwise be applicable to such Title Defect under this Article XI.
(vi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Houston Exploration Co), Purchase and Sale Agreement (Houston Exploration Co)
Title Defect Amount. The Title Defect Amount resulting from a for any applicable Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer BreitBurn and Seller Quicksilver agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrancea Lien or encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property, not to exceed, however, the Preliminary Allocated Value thereof;
(iii) if the Title Defect represents a discrepancy between (A1) the Net Revenue Interest for any Title Defect Property and (B2) the Net Revenue Interest for such property as stated in Exhibit A and Exhibit BA-1, then the Title Defect Amount shall be the product of the Preliminary Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the decreased Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA-1 therefor;
(iv) if the Title Defect results from the failure to own a valid right to use the land on which a portion of the Fixed Facilities is located, the Title Defect Amount with respect to such Title Defect shall be the lesser of the cost per rod (or per acre in the case of tracts outside the pipeline right-of-way) prevailing in the area of such portion of the Fixed Facilities for the acquisition of easements, rights-of-way, surface leases, fee parcels or licenses covering such land that are similar to those on which the adjacent Fixed Facilities are located or the actual acquisition cost paid by BreitBurn, a Acquired Company or their respective Affiliate for such similar easements, rights-of-way, surface leases, fee parcels or licenses covering such land;
(v) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Preliminary Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer BreitBurn and Seller Quicksilver and such other reasonable factors as are necessary to make a proper evaluation, not to exceed, however, the Preliminary Allocated Value thereof;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XISection 6.12, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Preliminary Allocated Value of the Title Defect Property.
Appears in 2 contracts
Samples: Contribution Agreement (BreitBurn Energy Partners L.P.), Contribution Agreement (Quicksilver Resources Inc)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Subject Interest attributed to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer BG and Seller EXCO agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit B (or, with respect to a Lease in Exhibit A, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit A for such Lease from 100%) and Exhibit Bthe Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of the Subject Interest attributed to such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit B (or, with respect to a Lease in Exhibit A, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit A and Exhibit Bfor such Lease from 100%);
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Net Acre Allocation applicable to such Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Subject Interest attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer BG and Seller EXCO and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value of the Subject Interest attributable to the Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Subject Interest attributable to such Title Defect Property. The Title Carry Reduction Amount resulting from a Title Defect shall equal the same percentage of the Allocated Carry for each affected Lease that the Title Defect Amount bears to the Allocated Value of such Lease. Notwithstanding anything to the contrary in this Article XI, the aggregate Title Carry Reduction Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Carry of the Conveyed Interest attributable to such Title Defect Property.
Appears in 2 contracts
Samples: Membership Interest Transfer Agreement, Membership Interest Transfer Agreement (Exco Resources Inc)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Conveyed Interest attributed to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A B (or, with respect to a Lease in Exhibit A-1, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit BA-1 for such Lease from 100%) and the Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of the Conveyed Interest attributed to such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A B (or, with respect to a Lease in Exhibit A-1, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit BA-1 for such Lease from 100%);
(iv) If the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A-1, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Net Acre Allocation applicable to such Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Conveyed Interest attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value of the Conveyed Interest attributable to the Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Conveyed Interest attributable to such Title Defect Property. The Title Carry Reduction Amount resulting from a Title Defect shall equal the same percentage of the Allocated Carry for each affected Lease that the Title Defect Amount bears to the Allocated Value of such Lease. Notwithstanding anything to the contrary in this Article XI, the aggregate Title Carry Reduction Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Carry of the Conveyed Interest attributable to such Title Defect Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Exco Resources Inc)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the such Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property with respect to the Target Formation and (Bii) the Net Revenue Interest stated in Exhibit A and Exhibit Bherein with respect to the Target Formation, then the Title Defect Amount shall be the product of (A) the Allocated Value of such Title Defect Property multiplied by (B) 1 minus a fraction, the numerator of which is the actual Net Revenue Interest decrease with respect to the Target Formation and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Bherein with respect to the Target Formation;
(ivd) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(ve) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vif) notwithstanding anything to the contrary in this Article XISection 3.12, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (EP Energy LLC), Purchase and Sale Agreement (Atlas Resource Partners, L.P.)
Title Defect Amount. (a) The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property well drilled or which could be drilled on such Tract and (Bii) the Net Revenue Interest net revenue interest stated in Exhibit A and Exhibit BC – Part 1, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Tract multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease actual net revenue interest and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and Exhibit BC – Part 1;
(iv) if the Title Defect represents an obligation or Encumbrance obligation, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XISection 4.07, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any each Title Defect Property shall not exceed the Allocated Value of the each Title Defect Property.
(b) If Buyer and Seller are unable to agree upon the Title Defect Amount under this subsection, or the validity of a Title Defect, the Parties shall proceed to the Closing, the Title Defect Property shall be conveyed to the Buyer, the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Title Defect Property otherwise payable at Closing and such amount shall be paid by Buyer into an escrow account established with a federally insured savings or banking institution mutually acceptable to Buyer and Seller pursuant to the terms of an escrow agreement in a form acceptable to the escrow agent and reasonably acceptable to Buyer and Seller. The amount deposited into escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to this Section 4.07(b). There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving Texas properties, as selected by mutual agreement of Buyer and Seller within fifteen (15) days after the Closing Date, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Austin, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon both parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 4.07(a) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator, including without limitation petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Amounts submitted by either party and may not award damages, interest or penalties to either party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case. Each party shall bear one-half of the costs and expenses of the Title Arbitrator.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit B, provided that if the Net Revenue discrepancy does not affect the Title Defect Property throughout its entire life, the Title Defect Amount determined under this Section 6.2(f) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit B, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of such Title Defect Property, except (but subject to SM Energy’s rights under Sections 6.2(c)(ii), 6.2(c)(iii) and 6.2(c)(iv)) if a Title Defect is a lien, mortgage or deed of trust, the Title Defect PropertyAmount shall be the amount necessary to remove such mortgage, deed of trust or lien (provided that this exception shall not apply to mortgages, deeds of trust or liens granted by the lessors under the Leases, unless there is a default thereunder or foreclosure proceedings pursuant thereto).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (SM Energy Co), Purchase and Sale Agreement (Oasis Petroleum Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property and (Bii) the Net Revenue Interest net revenue interest stated in Exhibit A E for such Property and the corresponding working interest stated in Exhibit BE for such Property is decreased in the same or greater ratio than the decrease in such net revenue interest, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect affected Property multiplied by a fraction, the numerator of which is the Net Revenue Interest net revenue interest decrease and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and Exhibit BE;
(ivd) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(ve) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount;
(f) if Seller and Buyer are unable to agree upon any Title Defect, Title Defect Amount hereunderor adjustment under this Section 5.6, Seller and Buyer shall, in good faith, mutually agree upon an attorney experienced in oil and gas law licensed to practice law in the State of Texas as the arbiter of the alleged Title Defect or Title Defect Amount, whose decision on all such matters must be rendered within ten (10) Business Days of the date of his or her designation, and will be final and binding on the Parties. The costs and expenses of the arbitrator shall be shared one-half by Seller and one-half by Buyer; and
(vig) notwithstanding anything to the contrary in this Article XISection 5.6, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Reef Global Energy VII, L.P.), Purchase and Sale Agreement (Reef Global Energy VIII, L.P.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Subject Interest attributed to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer BG and Seller EXCO agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit B (or, with respect to a Lease in Exhibit A, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit A for such Lease from 100%) and Exhibit Bthe Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of the Subject Interest attributed to such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit B (or, with respect to a Lease in Exhibit A, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit A and Exhibit Bfor such Lease from 100%);
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Net Acre Allocation applicable to such Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Subject Interest attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer BG and Seller EXCO and such other reasonable factors as are necessary to make a proper evaluation;
(v) ; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount with respect to a shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Seller’s Net Revenue Interest for any Title Defect Property Subject Well and (B) the Seller’s Net Revenue Interest stated set forth in Exhibit A and A-1 or Exhibit BA-2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and A-1 or Exhibit BA-2, as applicable;
(iv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Xxxxxx and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the such Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property with respect to the Target Formation and (Bii) the Net Revenue Interest stated in Exhibit A and Exhibit Bherein with respect to the Target Formation, then the Title Defect Amount shall be the product of (A) the Allocated Value of such Title Defect Property multiplied by (B) 1 minus a fraction, the numerator of which is the actual Net Revenue Interest decrease with respect to the Target Formation and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Bherein with respect to the Target Formation;
(ivd) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(ve) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vif) notwithstanding anything to the contrary in this Article XISection 3.11, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atlas Energy Group, LLC)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Conveyed Interest attributed to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A B (or, with respect to a Lease in Exhibit A-1, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit BA-1 for such Lease from 100%) and the Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of the Conveyed Interest attributed to such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A B (or, with respect to a Lease in Exhibit A-1, the Net Revenue Interest determined by subtracting the royalties, overriding royalties and other burdens shown on Exhibit BA-1 for such Lease from 100%);
(iv) If the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A-1, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Net Acre Allocation applicable to such Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Conveyed Interest attributed to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Xxxxx and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) ; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount with respect to a shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A Schedule 2.5, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit BSchedule 2.5;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Schedule 2.5 , and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Xxxxx and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (X) the reasonable cost and expense of curing such Title Defect and (Y) the Allocated Value of such Title Defect Property;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the actual cost and expense incurred to cure such Title Defect;
(v) If (A) a Title Defect Property is not a Well (or specified zone(s) therein), (B) such Title Defect Property does not have an Allocated Value, (C) the Title Defect with respect to such Title Defect Property causes a loss of title to such Title Defect Property, and (D) the loss of such title to such Title Defect Property will prevent the continued operation or production of a Well (or one or more specified zone(s) therein) shown in Exhibit A (such Well or the specified zone(s) therein being referred to as the "Affected Well") and the other Assets are not capable of providing an alternative means to support, in all material respects, the continued operation or production of the Affected Well, then such Title Defect Property (a "Defective Support Property") and such Affected Well shall collectively be considered a single Title Defect Property for purposes of this Article XII; provided, however, that the Title Defect Amount resulting from the Title Defect affecting such Defective Support Property shall be the lesser of (1) the reasonable cost to replace such Defective Support Property (not to exceed the fair market value of such Defective Support Property in its depreciated condition as of the Effective Date), if such Defective Support Property is reasonably capable of being replaced, (2) the reasonable cost of providing an alternative means to support in all material respects the continued operation or production of the Affected Well, or (3) the Title Defect Amount that would otherwise be applicable to such Title Defect under this Article XII.
(vi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIXII, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(iv) if (A) a Title Defect Property is not a Well or Lease shown on Exhibit B, (B) such Title Defect Property does not have an Allocated Value, (C) the Title Defect with respect to such Title Defect Property causes a loss of title to such Title Defect Property, and (D) the loss of such title to such Title Defect Property will prevent the continued operation or production of a Well shown in Exhibit B (such Well being referred to as the "Affected Well") and the other Oil and Gas Assets are not capable of providing an alternative means to support, in all material respects, the continued operation or production of the Affected Well, then such Title Defect Property (a "Defective Support Property") and such Affected Well shall collectively be considered a single Title Defect Property for purposes of this Article VIII; provided, however, that the Title Defect Amount resulting from the Title Defect affecting such Defective Support Property shall be the lesser of (1) the reasonable cost to replace such Defective Support Property (not to exceed the current fair market value of such Defective Support Property in its current depreciated condition), if such Defective Support Property is reasonably capable of being replaced, (2) the reasonable cost of providing an alternative means to support in all material respects the continued operation or production of the Affected Well, or (3) the Title Defect Amount that would otherwise be applicable to such Title Defect under this Article VIII.
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pinnacle Gas Resources, Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined by the Parties in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property Lease or Well and (Bii) the Net Revenue Interest net revenue interest stated therefor in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Lease or Well multiplied by a fraction, the numerator of which is the Net Revenue Interest net revenue interest decrease and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable;
(ivd) if the Title Defect is that a Lease on Exhibit A covers a lesser amount of net mineral acres than set forth in Exhibit A—Part 1, then there shall be a downward adjustment to the Purchase Price equal to the amount determined by multiplying the reduction of the net mineral acres covered by the affected Lease by the amount per net mineral acre assigned to such Lease as its Allocated Value.
(e) If the Title Defect is that a Lease on Exhibit A does not cover, or is not effective as to, one or more of the Designated Formations, then there shall be a downward adjustment to the Purchase Price equal to an amount determined by the Parties;
(f) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) ; provided, however, that if a Title Defect is reasonably capable of being cured, the Title Defect Amount with respect to a shall not be greater than the reasonable cost and expense of curing such Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunderDefect; and
(vig) notwithstanding anything to the contrary in this Article XISection 4.10, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A Schedule 2.5, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit BSchedule 2.5;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Schedule 2.5, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (X) the reasonable cost and expense of curing such Title Defect and (Y) the Allocated Value of such Title Defect Property;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of If Seller elects not to cure any such Title Defect and or is unable to cure any such Title Defect prior to the Cure Deadline as provided above, then the amount of each such Title Defect (the “Title Defect Amount”) shall be determined in accordance with the following terms and conditionsas follows:
(i) if Buyer Xxxxx and Seller agree in writing on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is a Lien that secures an Encumbranceobligation that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount reasonably necessary to be paid to remove the Title Defect from the Title Defect Propertysuch Lien;
(iii) if the Title Defect represents a discrepancy between between: (A) the actual Net Revenue Interest for any Title Defect Property a Lease or Well; and (B) the Net Revenue Interest stated in Exhibit A set forth on Annex A-1 for such Lease or on Annex A-2 for such Well (the “Scheduled NRI”), and Exhibit Bthe Working Interest set forth on Annex A-1 for such Lease or on Annex A-2 for such Well, as applicable, is reduced proportionately, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Title Defect Property Lease or Well multiplied by (y) a fraction, fraction (1) the numerator of which is the Net Revenue Interest decrease absolute value of the amount of such discrepancy and (2) the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BScheduled NRI for such Lease or Well, except that if the Title Defect does not affect the applicable Lease or Well throughout its entire productive life, the Title Defect Amount determined pursuant to this Section 3.1(f)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents a discrepancy between: (A) the actual aggregate Net Acres as to a Lease; and (B) the Net Acres set forth on Annex A-1 for such Lease (the “Scheduled Net Acres”), and there is no change in Net Revenue Interest for the Lease resulting from the Title Defect, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Lease multiplied by (y) a fraction (1) the numerator of which is the absolute value of the amount of such discrepancy and (2) the denominator of which is the Scheduled Net Acres for such Lease;
(v) if the Title Defect represents an obligation or Encumbrance obligation, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Propertyaffected Lease or Well, the portion of the Title Defect Property Lease or Well (or any associated Oil & Gas Interest, including the depths) affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Propertyaffected Lease or Well, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(vvi) notwithstanding anything to the contrary in this Article 3, and except for any Title Defect for which the Title Defect Amount is determined in accordance with Section 3.1(f)(ii) and with respect to which there is recourse to the Company, the sum of all Title Defect Amounts with respect to any particular Lease or Well shall not exceed the Allocated Value of such Lease or Well; and
(vii) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses Losses included in another Title Defect Amount hereunderunder this Agreement or for which Buyer otherwise receives credit in the calculation of the Purchase Price; and
provided that (vii) notwithstanding anything to the contrary in this Article XI, the aggregate a single Title Defect Amounts attributable to the effects of all Title Defects upon any that affects more than one Title Defect Property Property, shall not exceed the Allocated Value be subject to a single application of the Title Threshold Amount but (ii) if a Title Defect Propertyis merely of a similar type or circumstance as another Title Defect, such Title Defects shall not be aggregated for purposes of determining whether the Title Defect Amount for any such Title Defect exceeds the Title Threshold Amount.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Callon Petroleum Co)
Title Defect Amount. The Annex A, as prepared by Buyer and agreed to by Seller, shows the Allocated Value assigned to the Properties. With respect to each Title Defect that is not cured on or before the Closing, the number of Parent Shares to be issued at Closing shall be reduced, subject to this Article VIII, by reference to the Title Defect Amount with respect to such Title Defect Property. The reduction in the number of Parent Shares shall be determined in the aggregate as described in Section 2.3(c). The Property affected by such uncured Title Defect shall be a “Title Defect Property.” The “Title Defect Amount” resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the a Title Defect is an Encumbrancea deed of trust, mortgage or pledge that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the a Title Defect as to any Well or Lease represents solely a negative discrepancy between (A) the actual Net Revenue Interest for any Title Defect Property such Well or Lease and (B) the “Net Revenue Interest Interest” percentage stated in on Exhibit A and or Exhibit BB for such Well or Lease, then the Title Defect Amount shall be equal to (1) the product of the Allocated Value of such Title Defect Property Well or Lease multiplied by (2) a fraction, the numerator of which is (x) the remainder of (I) the “Net Revenue Interest” percentage stated on Exhibit A or Exhibit B for such Well or Lease minus (II) the actual Net Revenue Interest decrease of such Well or Lease, and the denominator of which is (y) the “Net Revenue Interest Interest” percentage stated in on Exhibit A and or Exhibit BB for such Well or Lease; provided that if the Title Defect does not affect the “Net Revenue Interest” percentage stated on Exhibit A or Exhibit B for such Well or Lease throughout its entire productive life, the Defect Amount determined under this Section 8.3(c) shall be reduced to take into account the applicable time period only;
(ivd) if a Title Defect solely constitutes a reduction in the number of Net Mineral Acres as to any Lease (or portion thereof), then the Defect Amount for such Title Defect shall be equal to the product of (1) the Net Mineral Acre price therefor multiplied by (2) the remainder of (x) the number of Net Mineral Acres purported to be included in such Undeveloped Lease as set forth on Exhibit A minus (y) the actual number of Net Mineral Acres included in such Lease after giving effect to such Title Defect;
(e) if the Title Defect represents an obligation obligation, encumbrance, burden or Encumbrance charge upon or other defect in title to the Title Defect affected Oil and Gas Property of a type not described in Section (a) through (d) above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect PropertyOil and Gas Property so affected, the portion of the Title Defect Company’s interest in the Oil and Gas Property affected by the Title Defect, the legal effect of the Title Defect, the potential present value economic effect of the Title Defect over the life of the Title Defect affected Oil and Gas Property, the values placed upon the Title Defect by Buyer the Parties, the estimated capital and Seller operational costs and expenses (or reduction or increases thereof) attributable to the Company’s Working Interest, and such other reasonable factors as are necessary to make a proper evaluationan evaluation and determination of such value;
(vf) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vig) notwithstanding anything to the contrary in this Article XIAgreement, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect for an Oil and Gas Property shall not exceed the Allocated Value of the affected Oil and Gas Property (after giving effect to any applicable adjustments due to prior Title Defect PropertyDefects).
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (RSP Permian, Inc.)
Title Defect Amount. The Title Defect Amount resulting from with respect to a Title Defect shall Property will be the amount determined by which taking into consideration the Allocated Value of the affected Title Defect Property affected by such Title Defect, the portion of the Title Defect Property subject to such Title Defect, and the legal effect of such Title Defect on the Title Defect Property affected thereby; provided, however, that:
A. if such Title Defect is reduced the result of a discovery by Buyer that Seller owns fewer Net Acres per Lease than the Net Acres reflected therefor on Schedule 3.4(b), then Buyer and Seller agree that the Title Defect Amount shall be equal to the product of the Allocated Value for each Lease set forth on Schedule 3.4(b), as applicable, and the percentage reduction in such Net Acres as a result of the existence of such Title Defect and Defect. For all purposes hereunder, each Net Acre shall be determined in accordance with the following terms and conditions:
(i) have a value of $17,500. For example, if Buyer and were to discover that Seller agree owns only 108.46 Net Acres in the Xxxx Xxxxxxxx lease set forth on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iiline 7 of Schedule 3.4(b) if the Title Defect is an Encumbrancefor which Schedule 3.4(b) indicates Seller owns 109.46 Net Acres in such Lease, then the Title Defect Amount shall would be $17,500 and the amount necessary to Allocated Value for such Lease would be paid to remove the reduced by $17,500;
B. if such Title Defect from is in the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) nature of the Net Revenue Interest for any Title Defect Property and (B) in a Lease being less than the Net Revenue Interest stated in Exhibit A set forth on Schedule 3.4(b) with respect thereto and Exhibit Bthe corresponding Working Interest remains the same, then the Title Defect Amount shall will be the product of the Allocated Value for the relevant Lease multiplied by the percentage reduction in such Net Revenue Interest as a result of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BDefect;
(iv) C. if such Title Defect is in the nature of an encumbrance, then the Title Defect Amount will be the amount required to fully discharge such encumbrance; and
D. if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type results from any matter not described in subsections (a) or (b) above, the Title Defect Amount shall will be determined by an amount equal to the difference between the value of the Title Defect Property with such Title Defect and the value of such Title Defect Property without such Title Defect (taking into account the Allocated Value of the Title Defect Property). Notwithstanding the foregoing, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to any matters that would otherwise constitute a Title Defect Property shall will not be determined without duplication of any costs or losses included in another a Title Defect Amount hereunder; and
(vi) notwithstanding anything if it is not reasonably likely to affect the contrary in this Article XI, the aggregate Title Defect Amounts attributable market value to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value Buyer of the Title Defect Propertyaffected Asset based on the standards and practices of reasonably prudent operators of oil and gas xxxxx in the Haynesville Shale.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Seller’s Net Revenue Interest for any Title Defect Property Subject Well and (B) the Seller’s Net Revenue Interest stated set forth in Exhibit A and A-1 or Exhibit BA-2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and A-1 or Exhibit BA-2, as applicable;
(iv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Vanguard Natural Resources, LLC)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected a Title Defect Property is reduced as reduced, and the corresponding reduction in Well Reimbursement Costs, if any, attributable thereto, for a result of the existence of such Title Defect and (the “Title Defect Amount”) shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller the Agent agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between decrease in (A) the Sellers’ Net Revenue Interest for any such Title Defect Property and from (B) the Net Revenue Interest stated set forth for such Title Defect Property in Exhibit A and A-1 or Exhibit BA-2, as applicable, accompanied by at least a proportionate reduction to Sellers’ Working Interest for such Title Defect Property, then the Title Defect Amount shall be the product of the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, such Title Defect Property Property, multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth for such Title Defect Property in Exhibit A and A-1 or Exhibit BA-2, as applicable;
(iv) If the Title Defect represents a decrease in (A) Sellers’ Net Mineral Acres for any such Title Defect Property from (B) the Net Mineral Acres set forth for such Title Defect Property in Exhibit A-1 or Exhibit A-2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of, and Well Reimbursement Costs, if any, attributable to, such Title Defect Property, multiplied by a fraction, the numerator of which is the Net Mineral Acre decrease attributable to such Title Defect and the denominator of which is the Net Mineral Acres set forth for such Title Defect Property in Exhibit A-1 or Exhibit A-2, as applicable;
(v) if the Title Defect is the result of a Lease, not held beyond the primary term by production, not having a remaining primary term until at least September 1, 2018 without payment of any bonus, delay rental or other consideration, then the Title Defect Amount shall be the product of the Allocated Value of, and Well Reimbursement Costs, if any, attributable to, such Title Defect Property multiplied by a fraction, the numerator of which is the number of days remaining in the primary term of the applicable Lease from and after September 1, 2013 and the denominator of which is one thousand eight hundred twenty-five (1,825);
(vi) if the Title Defect is the result of Sellers’ not owning 100% of the Working Interest in the Xxxxx 1H Well, then the Title Defect Amount shall be an amount equal to the product of the Well Reimbursement Costs attributable to the Xxxxx 1H Well multiplied by a fraction, the numerator of which is the decrease in Working Interest from 100% and the denominator of which is 100%; and
(vii) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of of, and Well Reimbursement Costs, if any, attributable to, the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Sellers and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall will be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall will be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall will be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall will be the amount necessary to be paid to remove the Title Defect from that portion of the Title Defect PropertyProperty included in the Covered Interests;
(iii) if the Title Defect represents a discrepancy between (A) such that the actual Net Revenue Interest for any Title Defect Property and (B) is less than the Net Revenue Interest stated identified for such Title Defect Property in Exhibit A and or Exhibit B, as applicable (proportionately reduced), then the Title Defect Amount shall will be the product of the Allocated Value of such the Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in for such Title Defect Property (proportionately reduced) identified on Exhibit A and or Exhibit B, as applicable; provided, that the Title Defect Amount for such Title Defect will be determined by considering both the proportion of reduction in the Net Revenue Interest (through the formula set forth above) and the effect of the disproportionate change, if any, in the Working Interest (through the provisions of Section 5.3(e)(v));
(iv) if the Title Defect represents a discrepancy such that the actual Net Acres for any Title Defect Property is less than the Net Acres set forth in Exhibit A, then the Title Defect Amount will be the product obtained by multiplying the difference between such Net Acre amounts for that portion of the applicable Title Defect Property included in the Conveyed Interests by the Net Acre Allocation;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to affecting the Title Defect Property of a type not described above, the Title Defect Amount shall will be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Property and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if Seller elects to cure such Title Defect, the Title Defect Amount will not be greater than the lesser of: (A) the reasonable cost and expense of curing such Title Defect; and (B) the Allocated Value of the Title Defect Property;
(vvi) if a Title Defect affects both a Lease or Leases and a Well, then the Title Defect Amount for such Title Defect will equal the sum of: (A) the Title Defect Amount with respect to such Title Defect for such Lease(s); plus (B) the Title Defect Amount with respect to such Title Defect for such Well;
(vii) the Title Defect Amount with respect to a Title Defect Property shall will be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(viviii) notwithstanding anything to the contrary in this Article XIV, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI12, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Black Elk Energy Finance Corp.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the an affected Title Defect Property is has been reduced as by a result of the existence of such Title Defect and (the “Title Defect Amount”) shall be determined in accordance with the following terms and conditionsas follows:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) the The Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed by taking into consideration the Allocated Value of the Title Defect Property, the portion of such Title Defect Property subject to such Title Defect, and the legal effect of such Title Defect on the Property; provided, however, that: (A) if such Title Defect is in the nature of the Company’s Net Revenue Interest in an Oil and Gas Property being less than the Net Revenue Interest set forth in Exhibit “A” and there is not a proportionate reduction in the Working Interest set forth for such Oil and Gas Property in Exhibit “A”, then the Title Defect Amount shall be equal to the Allocated Value for such Oil and Gas Property multiplied by a fraction, the numerator of which is the reduction in such Net Revenue Interest as a result of such Title Defect and the denominator of which is the Net Revenue Interest specified for such Title Defect Property in Exhibit “A” or (B) if such Title Defect is in the nature of a Lien, then the Title Defect Amount shall equal the amount required to fully discharge such Lien; and
(ii) If the Title Defect results from any matter not described in Section 6.1(c)(i), the Title Defect Amount shall be an amount equal to the difference between the value of the Title Defect Property with such Title Defect and the value of such Title Defect Property without such Title Defect (taking into account the portion of the Allocated Value of the Title Defect Property).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic American Oil Corp)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value Good Faith Allocation of the affected Title Defect Property is reduced adjusted as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Purchaser and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) such that the actual Net Revenue Interest for any Title Defect Property is less than the amount identified on Exhibit A-1 or Exhibit A-2, as applicable, and (B) the Net Revenue Working Interest stated in Exhibit A and Exhibit Battributable to such Title Defect Property has reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value Good Faith Allocation of such the Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the amount identified on Exhibit A-1 or Exhibit A-2, as applicable, but, if the Title Defect represents a discrepancy such that the actual Net Revenue Interest stated for any Title Defect Property is less than the amount identified on Exhibit A-1 or Exhibit A-2, as applicable, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, then the Title Defect Amount for such Title Defect will be determined by considering both the proportion of reduction in Exhibit A the Net Revenue Interest and Exhibit Bthe effect of the disproportionate change in the Working Interest (through the provisions of Section 4.2(g)(iv));
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to affecting the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value Good Faith Allocation of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Property and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIIV, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon affecting any Title Defect Property shall not exceed the Allocated Value Good Faith Allocation of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plains Exploration & Production Co)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Mitsui and Seller SM agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A A-2 and Exhibit Bthe Working Interest attributable to such Title Defect Property has reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A A-2. If the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit BA-2, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, then the Title Defect Amount for Title Defect will be determined by considering both the proportion of reduction in the Net Revenue Interest (through the formula set forth above) and the effect of the disproportionate change in the Working Interest (through the provisions of Section 4.2(g)(v));
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acre amounts by the Net Acre Allocation applicable to such Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described covered by Sections 4.2(g)(i) through 4.2(g)(iv) above, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Mitsui and Seller SM and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value of such Title Defect Property;
(vvi) if a Title Defect affects both a Lease or Leases and a Well, then the Title Defect Amount for such Title Defect shall equal the sum of the (A) Title Defect Amount with respect to such Title Defect for such Lease(s), plus (B) Title Defect Amount with respect to such Title Defect for such Well. The Allocated Value for each Well does not include the Allocated Values for the Lease acreage within such Well’s spacing unit;
(vii) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(viviii) notwithstanding anything to the contrary in this Article XIIV, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Acquisition and Development Agreement (SM Energy Co)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(iA) if Buyer and Seller the Sellers agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iiB) if the Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiiC) if the Title Defect represents a discrepancy between (A) does not affect the ratio of the Net Revenue Interest to the Working Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit Schedule B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the decimal amount of the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Schedule B;
(ivD) if the Title Defect represents an obligation or Encumbrance Lien upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller the Sellers and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vE) If (a) a Title Defect Property is not a Well (or specified zone(s) therein), (b) such Title Defect Property does not have an Allocated Value, (c) the Title Defect with respect to such Title Defect Property causes a loss of title to such Title Defect Property, and (d) the loss of such title to such Title Defect Property will prevent the continued operation or production of a Well (or one or more specified zone(s) therein) shown in Schedule B (such Well or the specified zone(s) therein being referred to as the “Affected Well”) and the other Oil and Gas Interests are not capable of providing an alternative means to support, in all material respects, the continued operation or production of the Affected Well, then such Title Defect Property (a “Defective Support Property”) and such Affected Well(s) shall collectively be considered a single Title Defect Property for purposes of this Section 2.05; provided, however, that the Title Defect Amount resulting from the Title Defect affecting such Defective Support Property shall be the lesser of (1) the reasonable cost to replace such Defective Support Property, if such Defective Support Property is reasonably capable of being replaced, (2) the reasonable cost of providing an alternative means to support in all material respects the continued operation or production of the Affected Well, or (3) the Title Defect Amount that would otherwise be applicable to such Title Defect under this Section 2.05.
(F) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(viG) notwithstanding anything to the contrary in this Article XISection 2.05, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Eagle Rock Energy Partners L P)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined by the Parties in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (i) the actual Net Acres for any Lease and (ii) the Net Acres stated therefor in Exhibit A—Part 1, then the Title Defect Amount shall be the product of the positive difference between such Net Acre amounts for such Lease multiplied by the Net Acre Allocation;
(d) if the Title Defect represents a discrepancy between (i) the Net Revenue Interest for any Title Defect Property Term Lease or Well and (Bii) the Net Revenue Interest stated therefor in Exhibit A—Part 1-A and or Exhibit BA—Part 2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Term Lease or Well multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A—Part 1-A and or Exhibit BA—Part 2, as applicable;
(ive) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the cost and expense of curing such Title Defect;
(vf) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vig) notwithstanding anything to the contrary in this Article XISection 4.10, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gastar Exploration Inc.)
Title Defect Amount. The Title Defect Amount resulting from If Contributor elects not to cure a Title Defect shall be or a Title Defect is not cured prior to the expiration of the Cure Period, then the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall (the “Title Defect Amount”) will be determined in accordance with the following terms and conditionsas follows:
(ia) if Buyer and Seller the Parties agree on the Title Defect Amount, then that the amount shall so agreed by the Parties will be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiib) if the Title Defect represents only a discrepancy between whereby:
(Ai) the Net Revenue Interest for any Title Defect Property and (B) such Lease is less than the Net Revenue Interest stated in Exhibit A and Exhibit BA-1 but for which there is a proportionate decrease in the Working Interest in respect of such Lease, then the such Title Defect Amount shall be the product of will be:
(A) the Allocated Value of such Title Defect Property Lease; multiplied by by
(B) a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest for such Lease stated in Exhibit A A-1; provided, however, that Section 8.6(d) shall apply in lieu of this Section 8.6(b)(i) if such Title Defect does not affect such Lease throughout its entire life.
(ii) the Net Revenue Interest for such Well is less than the Net Revenue Interest stated in Exhibit B but for which there is a proportionate decrease in the Working Interest in respect of such Well, then such Title Defect Amount will be:
(A) the Allocated Value of such Well; multiplied by
(B) a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest for such Well stated in Exhibit B;; provided, however, that Section 8.6(d) shall apply in lieu of this Section 8.6(b)(ii) if such Title Defect does not affect such Well throughout its entire life.
(ivc) if the Title Defect is a Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount reasonably necessary to remove such Lien; and
(d) if the Title Defect represents an obligation obligation, encumbrance, burden or Encumbrance charge upon or other defect in title to the Title Defect Property Asset of a type not described abovein this Section 8.6, the Title Defect Amount shall will be determined by mutual agreement of the Parties in good faith (or if the Parties cannot agree, by the Title Arbitrator) by taking into account account:
(i) the Allocated Value of the Title Defect affected Property, ;
(ii) the portion of the Title Defect affected Property adversely affected by the Title Defect, ;
(iii) the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, ;
(iv) the values placed upon the Title Defect by Buyer and Seller and each Party; and
(v) such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Seller’s (or, if applicable, an Affiliate of Seller’s) Net Revenue Interest for any Title Defect Property Well set forth on Exhibit A-1 or any Well Location set forth on Exhibit A-2, and (B) the Seller’s (or, if applicable, an Affiliate of Seller’s) Net Revenue Interest stated set forth in Exhibit A and A-1 for such Well or Exhibit BA-2 for such Well Location, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive amount of such Net Revenue Interest decrease difference and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and A-1 for such Well or Exhibit BA-2 for such Well Location, as applicable;
(iv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that, except to the extent such Title Defect is not the subject of a Title Indemnity Agreement because Buyer has refused to accept Seller’s indemnity, if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; andprovided that to the extent the same singular event or circumstance giving rise to a Title Defect with respect to any one Well set forth on Exhibit A-1 or any one Well Location set forth on Exhibit A-2, as applicable, also gives rise to a Title Defect under one or more other Xxxxx set forth on Exhibit A-1 or Well Locations set forth on Exhibit A-2, as applicable, then the Title Defect Amounts for each such Well or Well Location, as applicable, so affected, shall be aggregated for purposes of determining if the Individual Title Defect Threshold has been met with respect to such Title Defect;
(vi) notwithstanding anything to the contrary in this Article XIV or Article VI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Propertysuch Asset.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Buyers and Seller SM agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit B;
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the Title Defect Amount shall be an amount equal to (x) a fraction, the numerator of which is the Allocated Value attributable to such Title Defect Property and the denominator of which is the number of Net Acres for such Title Defect Property stated in Exhibit A multiplied by (y) such discrepancy between (I) the Net Acres for such Title Defect Property stated in Exhibit A and (II) the Net Acres for any Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit B, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Buyers and Seller SM and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value of such Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Xxxxxx and Seller SM agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A A-2 and Exhibit Bthe Working Interest attributable to such Title Defect Property has reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A A-2. If the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit BA-2, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, then the Title Defect Amount for Title Defect will be determined by considering both the proportion of reduction in the Net Revenue Interest (through the formula set forth above) and the effect of the disproportionate change in the Working Interest (through the provisions of Section 4.2(g)(v));
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
discrepancy between (vA) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon Net Acres for any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.and
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(ivc) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value value of the Title Defect PropertyAsset, the portion of the Title Defect Property Asset affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect PropertyAsset, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) ; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount with respect to a shall not be greater than the reasonable cost and expense of curing such Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunderDefect; and
(vid) notwithstanding anything if Seller and Buyer are unable to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects agree upon any Title Defect, Title Defect Property shall not exceed Amount or adjustment under this Section 4.06, Seller and Buyer shall, in good faith, mutually agree upon an attorney experienced in oil and gas or real property law licensed to practice law in the Allocated Value State of Texas as the arbiter of the alleged Title Defects or Title Defect PropertyAmount, whose decision on all such matters must be rendered within ten (10) business days of the date of his or her designation, and will be final and binding on the Parties. The costs and expenses of the arbitrator shall be shared one-half by Seller and one-half by Buyer. To the extent necessary, the Closing Date shall be extended by a period necessary to allow the determination of all such amounts in accordance with this Section 4.06(d).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gateway Energy Corp/Ne)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Buyers and Seller SM agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit B;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
discrepancy between (vA) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon Net Acres for any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.and
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected a Title Defect Property is reduced as a result of the existence of such a Title Defect and shall (the “Title Defect Amount”) will be determined in accordance with the following methodology, terms and conditions:
(i) if Buyer and Seller agree in writing on the Title Defect Amount, then that amount shall will be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall will be the amount necessary to be paid to remove the Title Defect from From the Title Defect Property;
(iii) if if, with respect to any Title Defect affecting a Well, the Title Defect represents is the result of Seller’s Net Revenue Interest for such Title Defect Property as to a discrepancy between Subject Depth (Afor the productive life of such Title Defect Property) being less than the Net Revenue Interest set forth on Exhibit B for any such Title Defect Property as to such Subject Depth, and the Working Interest set forth on Exhibit B for such Title Defect Property as to such Subject Depth is decreased (Bfor the productive life of such Title Defect Property) in the same proportion as the decrease in Net Revenue Interest stated in Exhibit A and Exhibit Bfor such Title Defect Property as to such Subject Depth, then the Title Defect Amount shall will be the product of (A) the Allocated Value of such Title Defect Property as to such Subject Depth multiplied by (B) a fraction, (1) the numerator of which is the positive difference between (x) the Net Revenue Interest for such Title Defect Property as set forth on Exhibit A or Exhibit B (as applicable) and (y) the actual Net Revenue Interest of Seller set forth for such Title Defect Property on Exhibit A or Exhibit B, and (2) the denominator of which is the Net Revenue Interest set forth for such Title Defect Property as to such Subject Depth on Exhibit B;
(iv) if, with respect to any Title Defect affecting a Well, the Title Defect is the result of Seller’s Working Interest for such Title Defect Property as to a Subject Depth (for the productive life of such Title Defect Property) being greater than the Working Interest set forth on Exhibit B for such Title Defect Property as to such Subject Depth (except (x) increases resulting from contribution requirements with respect to defaulting co-owners from and after the Execution Date under applicable operating agreements, or (y) increases to the extent that such increases are accompanied by a proportionate increase in Seller’s Net Revenue Interest), then the Title Defect Amount will be the product of (A) the Allocated Value of such Title Defect Property, multiplied by (B) a fraction, (1) the numerator of which is the Working Interest increase and (2) the denominator of which is the Working Interest set forth for such Well in Exhibit B;
(v) if, with respect to any Title Defect affecting a Lease, the Title Defect is the result of the Burdens for such Title Defect Property being greater than the Burdens set forth on Exhibit A for such Title Defect Property, and the Working Interest applicable to such Title Defect Property is decreased in the same proportion as the increase in Burdens for such Title Defect Property, then the Title Defect Amount will be the product of (A) the Allocated Value for such Lease, multiplied by (B) a fraction, (1) the numerator of which is such increase in Burdens and (2) the denominator of which is the difference between one (1) minus the Burdens set forth for such Title Defect Property on Exhibit A;
(vi) if, with respect to any Title Defect affecting a Lease, the Title Defect is the result of Seller’s Net Acres in and to a Subject Depth of such Lease being less than the Net Acres represented by Seller on Exhibit A as to such Subject Depth of such Lease, then the Title Defect Amount will be the product of (A) the Allocated Value of such Subject Depth for such Lease multiplied by (B) a fraction, the numerator of which is the such Net Revenue Interest Acre decrease and the denominator of which is the Net Revenue Interest stated in Acres set forth for such Subject Depth of such Lease on Exhibit A and Exhibit BA;
(ivvii) if the Title Defect represents an obligation or Encumbrance upon or any matter other defect than described in title to the Title Defect Property clauses (i) through (vi) of a type not described abovethis Section 11.02(g), then the Title Defect Amount shall will be determined by taking into account the Allocated Value of the Title Defect PropertyProperty and the affected Subject Depths, the portion (including Subject Depths) of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(vviii) the Title Defect Amount with respect to a Title Defect Property shall will be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(viix) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall will not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Silverbow Resources, Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is (A) undisputed by Buyer, Seller and any applicable Third Party and (B) liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if If the Title Defect represents a discrepancy between (A) asserted is that the Net Acres or Net Revenue Interest for attributable to any Title Defect Property and (B) the Net Revenue Interest is less than that stated in Exhibit A and A, Exhibit BA-1 or Exhibit A-2, as applicable, or the Working Interest attributable to any Title Defect Property is greater than that stated in Exhibit A, Exhibit A-1 or Exhibit A-2, as applicable, then the Title Defect Amount shall be take into account the product of relative change in the interest from Exhibit A, Exhibit A-1 or Exhibit A-2, as applicable, and the applicable Allocated Value of attributed to such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BProperty;
(iv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder;
(vi) such other factors as are reasonably necessary to make a proper evaluation;
(vii) if a Title Defect does not affect a Title Defect Property throughout the entire remaining productive life of such Title Defect Property, such fact shall be taken into account in determining the Title Defect Amount; and
(viviii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The With respect to each Title Defect that is properly asserted and not cured on or before the Closing Date, the Base Purchase Price shall be reduced, subject to Section 9.7, by the Title Defect Amount with respect to such Title Defect Property. The Property (or portion thereof) affected by such uncured Title Defect shall be a “Title Defect Property.” The “Title Defect Amount” resulting from a Title Defect shall be the amount by which the Allocated Value value of the affected Title Defect Property is reasonably reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the a Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(iv) if the Title Defect represents an obligation or Encumbrance Lien upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the reasonably estimated potential economic effect of the Title Defect over the life of the Title Defect Property, the values and estimated cost to cure placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vd) if a Title Defect relates to an ownership gap in a right-of-way included in the Property, the Title Defect Amount shall be the reasonable estimated costs and expenses necessary to cure such gap, or alternatively, to construct an alternative route for the pipeline system around such gap, including the cost of acquiring any necessary real property right-of-way and related capital expenditures; and
(e) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atlas Pipeline Partners Lp)
Title Defect Amount. (a) The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditionsconditions and on a Seller-by-Seller basis:
(i) if Buyer and Seller those Sellers (whether one or more) whose interests are subject to the Title Defect agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest of a Seller for any Title Defect Property well drilled or which could be drilled on such Tract and (Bii) the Net Revenue Interest stated in Exhibit A and C-1 or Exhibit BC-2, as applicable, for such Seller in such affected Tract, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Tract for such Seller multiplied by a fraction, the numerator of which is the difference between the actual Net Revenue Interest decrease and the Net Revenue Interest stated in Exhibit C-1 or Exhibit C-2, as applicable, and the denominator of which is the Net Revenue Interest stated in Exhibit A and C-1 or Exhibit BC-2, as applicable, for such Seller in such affected Tract;
(iv) if the Title Defect represents an obligation or Encumbrance obligation, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Xxxxxxx and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XISection 4.06, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any each Title Defect Property of a Seller shall not exceed the Allocated Value of such Title Defect Property for such Seller.
(b) With respect to Title Defects asserted at the Option Claim Date, if Buyer and those Sellers (whether one or more) who are subject to a Title Defect are unable to agree upon the Title Defect PropertyAmount, or the validity of such Title Defect, the Parties shall proceed to the Option Closing, the Title Defect Property shall be conveyed to Buyer, the Option Purchase Price shall be reduced by an amount equal to the unresolved portion of the Title Defect Amount asserted in good faith by Xxxxx in the Title Defect Notice with respect to such Title Defect and such amount shall be paid by Buyer into the Title/Environmental Escrow. The amount deposited into the Title/Environmental Escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to Section 4.06 (c).
(c) With respect to any arbitration under this Section 4.06, there shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving Texas properties, as selected by mutual agreement of Buyer and such Sellers within fifteen (15) days after Sellers’ election, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Dallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 4.06(c). The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon all Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 4.06(c) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator, including without limitation petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defects and Title Defect Amounts submitted by a Party and may not award damages, interest or penalties to any Party with respect to any matter. Buyer and such Sellers (whether one or more) who are subject to a Title Defect shall each bear its or their own legal fees and other costs of presenting its or their case. Such Sellers shall bear one-half of the costs and expenses of the Title Arbitrator, and Buyer shall bear the other half of such costs and expenses.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined by the Parties in accordance with the following terms and conditions, without duplication:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property Lease or Well and (Bii) the Net Revenue Interest net revenue interest stated therefor in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Lease or Well multiplied by a fraction, the numerator of which is the Net Revenue Interest net revenue interest decrease and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable;
(ivd) if the Title Defect is that a Lease on Exhibit A covers a lesser amount of net mineral acres than set forth in Exhibit A—Part 1, then there shall be a downward adjustment to the Purchase Price equal to the amount determined by multiplying the reduction of the net mineral acres covered by the affected Lease by the amount per net mineral acre assigned to such Lease as its Allocated Value.
(e) If the Title Defect is that a Lease on Exhibit A, except as already indicated on Exhibit A--Part 1, does not cover, or is not effective as to, one or more of the Designated Formations, then there shall be a downward adjustment to the Purchase Price equal to an amount determined by the Parties;
(f) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if a Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vg) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vih) notwithstanding anything to the contrary in this Article XISection 4.10, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gastar Exploration USA, Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(iA) if Buyer and Seller the Sellers agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iiB) if the Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiiC) if the Title Defect represents a discrepancy between (A) does not affect the ratio of the Net Revenue Interest to the Working Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit Schedule B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the decimal amount of the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Schedule B;
(ivD) if the Title Defect represents an obligation or Encumbrance Lien upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller the Sellers and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vE) If (a) a Title Defect Property is not a Well (or specified zone(s) therein), (b) such Title Defect Property does not have an Allocated Value, (c) the Title Defect with respect to such Title Defect Property causes a loss of title to such Title Defect Property, and (d) the loss of such title to such Title Defect Property will prevent the continued operation or production of a Well (or one or more specified zone(s) therein) shown in Schedule B (such Well or the specified zone(s) therein being referred to as the “Affected Well”) and the other Oil and Gas Interests are not capable of providing an alternative means to support, in all material respects, the continued operation or production of the Affected Well, then such Title Defect Property (a “Defective Support Property”) and such Affected Well(s) shall collectively be considered a single Title Defect Property for purposes of this Section 2.05; provided, however, that the Title Defect Amount resulting from the Title Defect affecting such Defective Support Property shall be the lesser of (1) the reasonable cost to replace such Defective Support Property, if such Defective Support Property is reasonably capable of being replaced, (2) the reasonable cost of providing an alternative means to support in all material respects the continued operation or production of the Affected Well, or (3) the Title Defect Amount that would otherwise be applicable to such Title Defect under this Section 2.05.
(F) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and;
(viG) notwithstanding anything to the contrary in this Article XISection 2.05, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property; and
(H) notwithstanding anything to the contrary in this Section 2.05, for any Title Defect that exceeds the Individual Title Defect Threshold and after the Aggregate Deductible has been met, if such Title Defect relates to any period prior to April 1, 2006, the Title Defect Amount for such Title Defect shall be the amount calculated in accordance with this Section 2.05 multiplied by 1.333. For a Title Defect that exceeds the Individual Title Defect Threshold and after the Aggregate Deductible has been met, if such Title Defect relates to any period on or after April 1, 2006, the Title Defect Amount for such Title Defect shall be the amount calculated in accordance with this Section 2.05 without regard to this Section 2.05(b)(vii)((H).
Appears in 1 contract
Samples: Contribution and Sale Agreement (Eagle Rock Energy Partners L P)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and Exhibit B;
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A then the Title Defect Amount shall be an amount equal to (x) a fraction, the numerator of which is the Allocated Value attributable to such Title Defect Property and the denominator of which is number of Net Acres for such Title Defect Property stated in Exhibit A multiplied by (y) such discrepancy between (I) the Net Acres for such Title Defect Property stated in Exhibit A and (II) the Net Acres for any Title Defect Property;
(v) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit B, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value of such Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (AMERICAN EAGLE ENERGY Corp)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the such Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property and (Bii) the Net Revenue Interest stated in Exhibit A and Exhibit Bherein, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the actual Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Bherein;
(ivd) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including Surface Rights, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and Seller, such other reasonable factors as are necessary to make a proper evaluationevaluation and the reasonable cost and expense of curing such Title Defect;
(ve) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vif) notwithstanding anything to the contrary in this Article XISection 3.12, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Crimson Exploration Inc.)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i1) if Buyer and Seller Sellers agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii2) if the Title Defect is an Encumbrance (other than a Permitted Encumbrance) that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit B, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit B;
(iv3) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Sellers and such other reasonable factors as are necessary to make a proper evaluation;
(v4) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vi5) notwithstanding anything to the contrary in this Article XI4, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Endeavour International Corp)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree in writing on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the actual Net Acres for any Undeveloped Lease and (B) the Net Acres for such Undeveloped Lease stated on Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the Allocated Value for such Undeveloped Lease set forth on Exhibit A by a fraction, the numerator of which is the Net Acre decrease for such Undeveloped Lease and the denominator which is the Net Acres for such Undeveloped Lease stated on Exhibit A; provided that if the Title Defect does not affect such Undeveloped Lease throughout the life of such Undeveloped Lease, then the Title Defect Amount determined under this Section 8.2(f)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents a discrepancy between (A) Seller’s Net Revenue Interest for any Title Defect Property Well or Future Well, as applicable, and (B) the Net Revenue Interest stated in set forth on Exhibit A and Exhibit Bfor such Well or Future Well, as applicable, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Title Defect Property Well or Future Well, as applicable, multiplied by (y) a fraction, the numerator of which is the absolute value of such Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in set forth on Exhibit A and Exhibit Bfor such Well or Future Well, as applicable; provided that if the decreased Net Revenue Interest does not affect the Well or Future Well, as applicable, throughout the life of the Well or Future Well, as applicable, then the Title Defect Amount determined under this Section 8.2(f)(iv) shall be reduced to take into account the applicable time period only;
(ivv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title with respect to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value attributable to the Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs costs, losses or losses amounts included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVIII, the aggregate Title Defect Amounts attributable to the effects of all Title Defects under this Article VIII, upon any Title Defect Property Property, shall not exceed the Allocated Value of the attributable to such Title Defect Property.
Appears in 1 contract
Samples: Asset Purchase Agreement (Midstates Petroleum Company, Inc.)
Title Defect Amount. The If Seller elects not to cure a Title Defect or is unable to cure such Title Defect within the Cure Period, then, subject to Section 8.9 and Section 10, the Base Purchase Price shall be adjusted by the Title Defect Amount resulting from a attributable to the Title Defect shall be and the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall (the “Title Defect Amount”) will be determined in accordance with the following terms and conditionsas follows:
(ia) if Buyer and Seller the Parties agree on the Title Defect Amount, then that the amount shall so agreed by the Parties will be the Title Defect Amount;
(iib) if the Title Defect is an Encumbrancea Lien, then the Title Defect Amount shall be the amount reasonably necessary to be paid to remove the Title Defect from the Title Defect Propertysuch Lien;
(iiic) if the Title Defect represents a discrepancy between (A) whereby the Net Revenue Interest for any Well is less than the Net Revenue Interest stated in Exhibit B, with respect to such Well, the Title Defect Property Amount will be the (x) Allocated Value of such Well, multiplied by (y) a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit B in respect of such Well; provided that if the Title Defect does not affect the Well throughout its entire productive life, such Title Defect Amount will be reduced to take into account the applicable time period only;
(Bd) if the Title Defect represents a discrepancy whereby the Net Revenue Interest for a Lease is less than the Net Revenue Interest stated in Exhibit A and Exhibit Bwith respect to such Lease, then the Title Defect Amount shall will be the product of the (x) Allocated Value of such Title Defect Property Lease, multiplied by (y) a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit Bin respect of such Lease; provided that if the Title Defect does not affect the Lease throughout its entire productive life, such Title Defect Amount will be reduced to take into account the applicable time period only;
(ive) if the Title Defect is that the aggregate Net Mineral Acres covered by a Lease is less than the Net Mineral Acres shown for such Lease in Exhibit A (the difference being the “Deficiency Acres”), then the Title Defect Amount will be the product of (x) the Allocated Value for such Lease, multiplied by (y) a fraction, the numerator of which is the number of Deficiency Acres for such Lease and the denominator of which is the Net Mineral Acres shown for such Lease in Exhibit A; or
(f) if the Title Defect represents an obligation obligation, encumbrance, burden or Encumbrance charge upon or other defect in title to the Title Defect Property Lease or Well of a type not described abovein this Section 8.6, the Title Defect Amount shall will be determined by taking into account the Allocated Value of the Title Defect Propertyaffected Lease or Well, the portion of the Title Defect Property affected Lease or Well adversely affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Propertyaffected Lease or Well, the values placed upon the Title Defect by Buyer and Seller each Party and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Triangle Petroleum Corp)
Title Defect Amount. The “Title Defect Amount Amount” resulting from a Title Defect that is not waived in writing by Buyer shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance (other than a Permitted Encumbrance) that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property and (Bii) the Net Revenue Interest as stated in on Exhibit A and Exhibit BA-3, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by and a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA-3 (provided, however, that an adjustment shall be made for any proportionate decrease in Working Interest);
(iv) if the Title Defect represents an obligation or Encumbrance (other than a Permitted Encumbrance) upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the likelihood that the Title Defect will be asserted, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIAgreement, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atlas Resource Partners, L.P.)
Title Defect Amount. The “Title Defect Amount Amount” resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced determined as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditionsfollows:
(i1) if If Buyer and Seller agree in writing on the Title Defect Amount, then that the amount shall be the Title Defect Amount;
(ii2) if If the Title Defect is an EncumbranceEncumbrance on a Title Defect Property securing any indebtedness, then the Title Defect Amount shall be the total amount necessary to be paid to remove the Title Defect from discharge in full such indebtedness so that such Encumbrance no longer burdens the Title Defect Property;
(iii3) if the Title Defect represents a discrepancy between (A) as to any Lease or Well set forth on Exhibit A-1 or Exhibit A-2, as applicable, is the Net Revenue Interest actual failure of Seller to own the represented NRI for any Title Defect Property and (B) the Net Revenue Interest stated in such Lease or Well as set forth on Exhibit A and A-1 or Exhibit BA-2, as applicable, then the Title Defect Amount shall will be equal to the product of (i) the Allocated Value of such Title Defect Property multiplied by (ii) a fraction, the numerator of which is the Net Revenue Interest decrease positive difference between (A) the NRI as to such Title Defect Property described on Exhibit A-1 or Exhibit A-2, as applicable, minus (B) the actual NRI as to such Title Defect Property, and the denominator of which is the Net Revenue Interest stated in NRI as to such Title Defect Property described on Exhibit A and A-1 or Exhibit BA-2, as applicable;
(iv4) if the Title Defect represents an obligation or Encumbrance upon Encumbrance, or other defect in title to the Title Defect Property of a type that does not described abovefall into Section 4.1(d)(1), Section 4.1(d)(2) or Section 4.1(d)(3), then the Title Defect Amount shall be determined by the Parties in good faith, taking into account all relevant factors, including the following: (i) the Allocated Value of the affected Title Defect Property; (ii) if the Title Defect represents only a possibility of title failure, the probability that such failure will occur; (iii) the portion of the Title Defect Property affected by the Title Defect, ; (iv) the legal effect of the Title Defect, ; (v) the potential economic effect of the Title Defect over the life of the Title Defect Property, Property including the net present value of the Title Defect; (vi) the values placed upon the Title Defect by Buyer and Seller Seller; and (vii) such other reasonable factors as are necessary to make a proper evaluationevaluation of the Title Defect and a determination of the Title Defect Amount;
(v5) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunderAmount; and
(vi6) notwithstanding anything except for Title Defect Amounts determined pursuant to the contrary in this Article XISection 4.1(d)(2), the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any affecting a single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Title Defect Amount. The “Title Defect Amount Amount” resulting from a Title Defect that is the subject of a Title Defect Notice timely and properly delivered pursuant to Section 8.2(a) and that is not waived in writing by Atlas shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(i) if Buyer Atlas and Seller Representative agree in writing on the Title Defect AmountAmount before or after Closing, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance (other than a Permitted Encumbrance) that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the actual Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest as stated in on Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by and a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA, provided that if the Title Defect does not affect such Title Defect Property throughout its productive life, the Title Defect Amount determined under this Section 8.2(e)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents an obligation or Encumbrance (other than a Permitted Encumbrance) upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Atlas and Seller Representative and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIAgreement, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the such Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property and (ii) the Net Revenue Interest for such Title Defect Property set forth on Schedule 2.6(a) and the Working Interest for such Title Defect Property is reduced in an equal or greater proportion than the Net Revenue Interest, then the Title Defect Amount shall be the product of (A) the Allocated Value of such Title Defect Property multiplied by (B) 1 minus a fraction, the numerator of which is the actual Net Revenue Interest and the denominator of which is the Net Revenue Interest for such Title Defect Property set forth on Schedule 2.6(a);
(d) if the Title Defect represents a decrease between (A) the actual Net Mineral Acres for any Title Defect Property and (B) the Net Revenue Interest Mineral Acres for such Title Defect Property stated in Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by an amount equal to (x) a fraction, the numerator of which is the Net Revenue Interest decrease Allocated Value attributable to such Title Defect Property and the denominator of which is the number of Net Revenue Interest Mineral Acres for such Title Defect Property stated in Exhibit A A, multiplied by (y) the difference between (I) the Net Mineral Acres for such Title Defect Property stated in Exhibit A, and Exhibit B(II) the actual Net Mineral Acres for any Title Defect Property;
(ive) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property based on the methodology used by Buyer to determine the Allocated Value of such Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(vf) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vig) notwithstanding anything to the contrary in this Article XISection 3.4, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The (i) If the Title Defect represents a discrepancy between (A) the actual Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A, then the amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Allocated Value (on a per acre dollar amount) for such Title Defect Property as set forth on Exhibit A; provided that if the Title Defect does not affect the Lease throughout the entire life of the Lease, then the Title Defect Amount determined under this Section 3.2(d)(i) shall be reduced to take into account the applicable time period only.
(ii) Except as provided in Section 3.2(d)(i), the Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the Conveyed Interests attributable to the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(iA) if Buyer and Seller the Working Interest Parties agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iiB) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiiC) if the Title Defect represents a discrepancy between (A1) the Net Revenue Interest for any Title Defect Property and (B2) the Net Revenue Interest stated set forth in Exhibit A and Exhibit B, as applicable, for such property, and the Working Interest is not reduced proportionately, then the Title Defect Amount shall be the product of (x) the Allocated Value of the Conveyed Interests attributable to such Title Defect Property Property, multiplied by (y) a fraction, the numerator of which is the absolute value of such Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and Exhibit B, as applicable, for such Title Defect Property;
(ivD) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Conveyed Interests attributable to the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller the Working Interest Parties and such other reasonable factors as are necessary to make a proper evaluation;
(vE) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(viF) notwithstanding anything to the contrary in this Article XISection 3.2(d), the aggregate Title Defect Amounts attributable Amount shall not exceed, with respect to the effects of all Title Defects upon any each Title Defect Property shall not exceed Property, the Allocated Value of the Conveyed Interests attributable to such Title Defect Property.
Appears in 1 contract
Samples: Acquisition and Development Agreement (Forest Oil Corp)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined by the Parties in accordance with the following terms and conditions, without duplication:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property Lease or Well and (Bii) the Net Revenue Interest net revenue interest stated therefor in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Lease or Well multiplied by a fraction, the numerator of which is the Net Revenue Interest net revenue interest decrease and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable;
(ivd) if the Title Defect is that a Lease on Exhibit A covers a lesser amount of net mineral acres than set forth in Exhibit A—Part 1, then there shall be a downward adjustment to the Purchase Price equal to the amount determined by multiplying the reduction of the net mineral acres covered by the affected Lease by the amount per net mineral acre assigned to such Lease as its Allocated Value.
(e) If the Title Defect is that a Lease on Exhibit A, except as already indicated on Exhibit A—Part 1, does not cover, or is not effective as to, one or more of the Designated Formations, then there shall be a downward adjustment to the Purchase Price equal to an amount determined by the Parties;
(f) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if a Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vg) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vih) notwithstanding anything to the contrary in this Article XISection 4.10, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The “Title Defect Amount Amount” resulting from a Title Defect that is not waived in writing by Buyer shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbrance (other than a Permitted Encumbrance) that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property and (Bii) the Net Revenue Interest as stated in Exhibit A and Exhibit Bon Schedule 3.8, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by and a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BSchedule 3.8 (provided, however, that an adjustment shall be made for any proportionate decrease in Working Interest);
(iv) if the Title Defect represents an obligation or Encumbrance (other than a Permitted Encumbrance) upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the likelihood that the Title Defect will be asserted, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIAgreement, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carrizo Oil & Gas Inc)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Seller’s Net Revenue Interest for any Title Defect Property Well or Undeveloped Tract and (B) the Seller’s Net Revenue Interest stated set forth in Exhibit A and A-2 or Exhibit BA-3, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated set forth in Exhibit A and A-2 or Exhibit BA-3, as applicable;
(iv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and;
(vi) if the Title Defect represents a discrepancy between (A) the actual Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A-3, then the Title Defect Amount shall be the product obtained by multiplying the positive difference between such Net Acres amounts by the Allocated Value (on a per acre dollar amount) for such Title Defect Property set forth on Exhibit A-3; provided that if the Title Defect does not affect the Lease or Undeveloped Tract throughout the entire life of the Lease or Undeveloped Tract, then the Title Defect Amount determined under this Section shall be reduced to take into account the applicable time period only;
(vii) notwithstanding anything to the contrary in this Article XI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property; and
(viii) the Parties agree that if the same Title Defect affects more than one Undeveloped Tract, then the Title Defect Amounts for each Lease, Undeveloped Tract, or Well affected by such Title Defect shall be aggregated for the purposes of determining whether the Individual Title Defect Threshold has been met with respect to such Title Defect.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree in writing on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest of SM Energy for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest of SM Energy attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, provided that if the Net Revenue discrepancy does not affect the Title Defect Property throughout the duration of its productive life, the Title Defect Amount determined under this Section 6.2(g)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect is or results in a failure of SM Energy to own the number of Net Acres in any Target Formation of any Section (throughout the duration of the productive life of such Section) as shown on Exhibit B for such Section, then the Title Defect Amount shall be the product of (A) the Allocated Value of such Target Formation for such Section multiplied by (B) a fraction, the numerator of which is the positive difference between (1) the Net Acres for such Target Formation in such Section as shown on Exhibit B and (2) the Net Acres owned by SM Energy for such Target Formation in such Section, and the denominator of which is the Net Acres shown for such Target Formation in such Section on Exhibit B;
(ivv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest of SM Energy for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit B, and the Working Interest of SM Energy attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over throughout the duration of the productive life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation; provided with respect to Title Defects asserted under or with respect to clauses (d) or (e) of the definition of “Defensible Title”, Buyer shall have the right to determine which Net Acres in a Target Formation shall be included for purposes of calculating the Title Defect Amount;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVI, (x) the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property, except where such Title Defect is liquidated in amount and (y) if a Title Defect affects multiple Sections, Xxxxx and/or Target Formations, then any such Title Defect affecting multiple Sections, Xxxxx and/or Target Formations shall constitute a single Title Defect for purposes of determining whether the Individual Title Defect Threshold has been exceeded.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the such Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the actual Net Revenue Interest for any Title Defect Property and (Bii) the Net Revenue Interest stated in Exhibit A and Exhibit BA-2 for such Title Defect Property, then the Title Defect Amount shall be the product of (A) the Allocated Value of such Title Defect Property multiplied by (B) 1 minus a fraction, the numerator of which is the actual Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA-2;
(ivd) if the Title Defect represents an obligation or Encumbrance encumbrance upon or other defect in title to the Title Defect Property of a type not described in subsections (a) through (c) above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the economic life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(ve) if the Title Defect does not affect a Well (limited to the currently producing formation as to such Well) or Well Location (limited to the Target Formation as to each Well Location as shown on Exhibit A-2) throughout the productive life of such Well (limited to the currently producing formation as to such Well) or Well Location (limited to the Target Formation as to each Well Location as shown on Exhibit A-2), such fact shall be taken into account in determining the Title Defect Amount;
(f) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vig) notwithstanding anything to the contrary in this Article XISection 3.12, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller SM Energy agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A B, and Exhibit Bthe Working Interest attributable to such Title Defect Property has been reduced proportionately, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and B; provided, that if the Net Revenue Interest discrepancy does not affect the Title Defect Property throughout its entire life, the Title Defect Amount determined under this Section 6.2(f) shall be reduced to take into account the applicable time period only; provided, further, that if the reduction in Net Revenue Interest resulting from a Title Defect is greater than fifteen percent (15%) of the Net Revenue Interest stated on Exhibit B, then the Title Defect Amount for such Title Defect shall not be calculated under this Section 6.2(f)(iii), but instead shall be calculated in accordance with the adjustment calculation provided in Section 6.2(f)(iv);
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, including a Title Defect that represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit B, and the Working Interest attributable to such Title Defect Property has not been reduced proportionately, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller SM Energy and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the Allocated Value of such Title Defect Property;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XIARTICLE VI (except with respect to any Title Defect as specified in Section 6.2(f)(ii)), the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SM Energy Co)
Title Defect Amount. (a) The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditionsconditions and on a Seller-by-Seller basis:
(i) if Buyer and Seller those Sellers (whether one or more) whose interests are subject to the Title Defect agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest of a Seller for any Title Defect Property well drilled or which could be drilled on such Tract and (Bii) the Net Revenue Interest stated in Exhibit A and C-1 or Exhibit BC-2, as applicable, for such Seller in such affected Tract, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Tract for such Seller multiplied by a fraction, the numerator of which is the difference between the actual Net Revenue Interest decrease and the Net Revenue Interest stated in Exhibit C-1 or Exhibit C-2, as applicable, and the denominator of which is the Net Revenue Interest stated in Exhibit A and C-1 or Exhibit BC-2, as applicable, for such Seller in such affected Tract;
(iv) if the Title Defect represents an obligation or Encumbrance obligation, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Sellers and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(v) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XISection 4.06, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any each Title Defect Property of a Seller shall not exceed the Allocated Value of such Title Defect Property for such Seller.
(b) With respect to Title Defects asserted at the Option Claim Date, if Buyer and those Sellers (whether one or more) who are subject to a Title Defect are unable to agree upon the Title Defect PropertyAmount, or the validity of such Title Defect, the Parties shall proceed to the Option Closing, the Title Defect Property shall be conveyed to Buyer, the Option Purchase Price shall be reduced by an amount equal to the unresolved portion of the Title Defect Amount asserted in good faith by Buyer in the Title Defect Notice with respect to such Title Defect and such amount shall be paid by Buyer into the Title/Environmental Escrow. The amount deposited into the Title/Environmental Escrow will remain there until the matter is exclusively and finally resolved by arbitration pursuant to Section 4.06(c).
(c) With respect to any arbitration under this Section 4.06, there shall be a single arbitrator, who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving Texas properties, as selected by mutual agreement of Buyer and such Sellers within fifteen (15) days after Sellers’ election, and absent such agreement, by the Houston office of the American Arbitration Association (the “Title Arbitrator”). The arbitration proceeding shall be held in Dallas, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 4.06(c). The Title Arbitrator’s determination shall be made within twenty (20) days after submission of the matters in dispute and shall be final and binding upon all Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 4.06(c) and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination. Additionally, the Title Arbitrator may consult with and engage disinterested third parties to advise the arbitrator, including without limitation petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defects and Title Defect Amounts submitted by a Party and may not award damages, interest or penalties to any Party with respect to any matter. Buyer and such Sellers (whether one or more) who are subject to a Title Defect shall each bear its or their own legal fees and other costs of presenting its or their case. Such Sellers shall bear one-half of the costs and expenses of the Title Arbitrator, and Buyer shall bear the other half of such costs and expenses.
Appears in 1 contract
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest stated in Exhibit A and Exhibit BA, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA;
(iv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation;
(v) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vi) notwithstanding anything to the contrary in this Article XI3, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Mariner Energy Inc)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected each Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined by the Parties in accordance with the following terms and conditions, without duplication:
(ia) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;; 18
(iib) if the Title Defect is an Encumbranceencumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest net revenue interest for any Title Defect Property Lease or Well and (Bii) the Net Revenue Interest net revenue interest stated therefor in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable, then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property affected Lease or Well multiplied by a fraction, the numerator of which is the Net Revenue Interest net revenue interest decrease and the denominator of which is the Net Revenue Interest net revenue interest stated in Exhibit A and A—Part 1 or Exhibit BA—Part 2, as applicable;
(ivd) if the Title Defect is that a Lease on Exhibit A covers a lesser amount of net mineral acres than set forth in Exhibit A— Part 1, then there shall be a downward adjustment to the Purchase Price equal to the amount determined by multiplying the reduction of the net mineral acres covered by the affected Lease by the amount per net mineral acre assigned to such Lease as its Allocated Value.
(e) If the Title Defect is that a Lease on Exhibit A, except as already indicated on Exhibit A—Part 1, does not cover, or is not effective as to, one or more of the Designated Formations, then there shall be a downward adjustment to the Purchase Price equal to an amount determined by the Parties;
(f) if the Title Defect represents an obligation or Encumbrance upon, encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Xxxxxx and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if a Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vg) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vih) notwithstanding anything to the contrary in this Article XISection 4.10, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(i) if Buyer Xxxxx and Seller agree in writing on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the actual Net Acres for any Undeveloped Lease and (B) the Net Acres for such Undeveloped Lease stated on Exhibit A, then the Title Defect Amount shall be the product obtained by multiplying the Allocated Value for such Undeveloped Lease set forth on Exhibit A by a fraction, the numerator of which is the Net Acre decrease for such Undeveloped Lease and the denominator which is the Net Acres for such Undeveloped Lease stated on Exhibit A; provided that if the Title Defect does not affect such Undeveloped Lease throughout the life of such Undeveloped Lease, then the Title Defect Amount determined under this Section 8.2(f)(iii) shall be reduced to take into account the applicable time period only;
(iv) if the Title Defect represents a discrepancy between (A) Seller’s Net Revenue Interest for any Title Defect Property Well or Future Well, as applicable, and (B) the Net Revenue Interest stated in set forth on Exhibit A and Exhibit Bfor such Well or Future Well, as applicable, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Title Defect Property Well or Future Well, as applicable, multiplied by (y) a fraction, the numerator of which is the absolute value of such Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in set forth on Exhibit A and Exhibit Bfor such Well or Future Well, as applicable; provided that if the decreased Net Revenue Interest does not affect the Well or Future Well, as applicable, throughout the life of the Well or Future Well, as applicable, then the Title Defect Amount determined under this Section 8.2(f)(iv) shall be reduced to take into account the applicable time period only;
(ivv) if the Title Defect represents an obligation or obligation, Encumbrance upon or other defect in title with respect to the Title Defect Property of a type not described above, then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer Xxxxx and Seller and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the lesser of (A) the reasonable cost and expense of curing such Title Defect and (B) the Allocated Value attributable to the Title Defect Property;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs costs, losses or losses amounts included in another Title Defect Amount pertaining to such Title Defect Property hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVIII, the aggregate Title Defect Amounts attributable to the effects of all Title Defects under this Article VIII, upon any Title Defect Property Property, shall not exceed the Allocated Value of the attributable to such Title Defect Property.
Appears in 1 contract
Samples: Asset Purchase Agreement
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of such Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions:
(i) if Buyer and Seller Sellers agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(ii) if the Title Defect is an EncumbranceEncumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iii) if the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue Interest for such Title Defect Property stated in Exhibit A and and/or Exhibit B, B then the Title Defect Amount shall be the product of the Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the positive difference between such Net Revenue Interest decrease values, and the denominator of which is the Net Revenue Interest for such Title Defect Property stated in Exhibit A and/or Exhibit B, unless the Net Revenue Interest for such Title Defect Property is less than 79%, in which case the entire Allocated Value of such Title Defect Property;
(iv) if the Title Defect represents a discrepancy between (A) the Net Acres for any Title Defect Property and (B) the Net Acres for such Title Defect Property stated in Exhibit A then the Title Defect Amount shall be an amount equal to (x) a fraction, the numerator of which is the Allocated Value attributable to such Title Defect property and the denominator of which is number of Net Acres for such Title Defect Property stated in Exhibit A multiplied by (y) such discrepancy between (I) the Net Acres for such Title Defect Property stated in Exhibit A and Exhibit B(II) the Net Acres for any Title Defect Property, unless the Net Revenue Interest for such Title Defect Property is less than 79%, in which case the entire Allocated Value of such Title Defect Property;
(ivv) if the Title Defect represents an obligation or Encumbrance upon or other defect in title to the Title Defect Property of a type not described above, the applicable Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Sellers and such other reasonable factors as are necessary to make a proper evaluation;
(vvi) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in another any other Title Defect Amount hereunder; and
(vivii) notwithstanding anything to the contrary in this Article XIVI, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any single Title Defect Property shall not exceed the Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Endeavour International Corp)
Title Defect Amount. The Title Defect Amount resulting from a Title Defect shall be the amount by which the Adjusted Allocated Value of the affected applicable Title Defect Property is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following terms and conditions:
(ia) if Buyer the Partnership and Seller the Company Entities agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;
(iib) if the Title Defect is an Encumbrancea Lien that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;
(iiic) if the Title Defect represents a discrepancy between (Ai) the Net Revenue Interest for any Title Defect Property and (Bii) the Net Revenue Interest stated therefor in Exhibit A and Exhibit B, A—Part 2 then the Title Defect Amount shall be the product of the Adjusted Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Revenue Interest decrease and the denominator of which is the Net Revenue Interest stated in Exhibit A and Exhibit BA—Part 2;
(ivd) if the Title Defect represents an obligation or Encumbrance a discrepancy between (i) the Net Acres for any Title Defect Property and (ii) the Net Acres stated therefor in Exhibit A—Part 1-2, then the Title Defect Amount shall be the product of the Adjusted Allocated Value of such Title Defect Property multiplied by a fraction, the numerator of which is the Net Acres decrease and the denominator of which is the Net Acres stated in Exhibit A—Part 1-2;
(e) if the Title Defect represents a Liability upon, Lien upon or other defect in title to the Title Defect Property of a type not described above, the Title Defect Amount shall be determined by taking into account the Adjusted Allocated Value of the Title Defect Property, the portion of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Buyer and Seller Property and such other reasonable factors as are necessary to make a proper evaluation; provided, however, that if such Title Defect is reasonably capable of being cured, the Title Defect Amount shall not be greater than the reasonable cost and expense of curing such Title Defect;
(vf) the Title Defect Amount with respect to a each Title Defect Property shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder; and
(vig) notwithstanding anything to the contrary in this Article XISection 4.07, the aggregate Title Defect Amounts attributable to the effects of all Title Defects upon any a Title Defect Property shall not exceed the Adjusted Allocated Value of the such Title Defect Property.
Appears in 1 contract
Samples: Membership Interest Contribution Agreement (Eagle Rock Energy Partners L P)
