Common use of Title Defect Notices Clause in Contracts

Title Defect Notices. On or before ten (10) days prior to Closing (the “Title Claim Date”), Buyer must deliver claim notices to Company meeting the requirements of this Section 2.05(b) (a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Section 2.05. Except for a breach of Section 4.07(c), which shall not be limited by this sentence, Buyer shall be deemed to have waived, and the Sellers and the Company shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Company on or before the Title Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (A) a description of the alleged Title Defect(s), (B) the Well(s) (and the applicable zone(s) therein) and/or other Oil and Gas Interests affected by the Title Defect (each a “Title Defect Property”), (C) the Allocated Value of each Title Defect Property, (D) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Title Defect(s), and (E) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based.

Title Defect Notices. On or before ten (10) days prior to Closing (the “Title Defect Claim Date”), Buyer must Xxxxx may deliver claim notices to Company Seller meeting the requirements of this Section 2.05(b8.2(a) (collectively the “Title Defect Notices,” and each individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article VIII. For all purposes of this Agreement, except as provided in Section 2.05. Except for a breach of Section 4.07(c)8.1, which shall not be limited by this sentencebut otherwise notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and neither Seller, its Affiliates nor any of the Sellers and the Company other Seller Subject Parties shall have no any liability for, any Title Defect which that Buyer fails to assert as a Title Defect by a Title Defect Notice received by Company Seller on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, and shall include (Ai) a description of the alleged Title Defect(s), (Bii) a description of the Well(sAsset(s) (and the applicable zone(s) therein) and/or other Oil and Gas Interests affected by the Title Defect (each a “Title Defect Property”), (Ciii) the Allocated Value of each Title Defect Property, (Div) supporting documents available to Buyer reasonably necessary for the Sellers Seller to verify the existence of the alleged Title Defect(s), ) and (Ev) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which BuyerXxxxx’s belief is based.

Title Defect Notices. On or before ten (10) days prior to Closing (the “applicable Title Defect Claim Date”), Buyer must Xxxxx may deliver claim notices to Company Seller meeting the requirements of this Section 2.05(b11.2(a) (collectively the “Title Defect Notices” and individually a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Article XI. For all purposes of this Agreement and notwithstanding anything herein to the contrary (except as provided in Section 2.05. Except for a breach of Section 4.07(c11.1 above), which shall not be limited by this sentence, Buyer shall be deemed to have waived, and the Sellers and the Company Seller shall have no liability for, any Title Defect which Buyer fails to assert as a Title Defect by a Title Defect Notice received by Company Seller on or before the an applicable Title Defect Claim Date, provided that any breach of Section 4.7 or Section 4.25 which could also be a Title Defect may be resolved pursuant to Article XIII, or as a Title Defect pursuant to this Article XI, but not both, and, provided further, that any breach of Section 4.4 or Section 4.10 shall be resolved only pursuant to such section and may not be asserted as a Title Defect. To be effective, each Title Defect Notice shall be in writing, and shall include (Ai) a description of the alleged Title Defect(s), (Bii) the Well(s) (and the applicable zone(s) therein) and/or other Oil and Gas Interests Subject Xxxxx or Leases affected by the Title Defect (each a “Title Defect Property”), (Ciii) the Allocated Value and Allocated Carry of the Conveyed Interest in each Title Defect Property, (Div) supporting documents available to Buyer reasonably necessary for the Sellers Seller to verify the existence of the alleged Title Defect(s), and (E) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and the computations upon which Buyer’s belief is based.and

Title Defect Notices. On or before ten 4:00 p.m. (10Mountain Time) days prior to Closing on October 5, 2011 (the “Title Defect Claim Date”), Buyer must shall deliver claim notices to Company Sellers meeting the requirements of this Section 2.05(b4.2(a) (each, a “Title Defect Notice”) setting forth any matters which, in Buyer’s reasonable opinion, constitute Title Defects and which Buyer intends to assert as a Title Defect pursuant to this Section 2.054.2. Except for a breach For all purposes of Section 4.07(c), which shall not be limited by this sentenceAgreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived, and the Sellers and the Company shall have no liability for, any Title Defect which that Buyer fails to assert as a Title Defect by pursuant to a Title Defect Notice delivered in compliance with this Section 4.2(a) and received by Company Sellers on or before the Title Defect Claim Date. To be effective, each Title Defect Notice shall be in writing, writing and shall include (Ai) a description of the alleged Title Defect(s), (B) the Well(s) (Defect and the applicable zone(s) therein) and/or other Oil and Gas Interests Assets affected by the such Title Defect (each a “Title Defect Property”), (Cii) the Allocated Value of each Title Defect Property, (Diii) supporting documents reasonably necessary for the Sellers to verify the existence of the alleged Title Defect(s), and (Eiv) the amount by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defect(s) and (v) the computations upon which Buyer’s belief is based. To give PCM and Sellers an opportunity to commence reviewing and curing Title Defects, Buyer shall use reasonable efforts to notify Sellers of the status of alleged Title Defects discovered by Buyer, which notice may be preliminary in nature.