Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable:
(a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B;
(b) If the Title Defect results from (i) the Company having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit B without a corresponding increase in the Net Revenue Interest or (ii) the Company having a lesser Net Revenue Interest in a Well (or the specified zone(s) therein) than the Net Revenue Interest specified therefor in Exhibit B without a corresponding decrease in the Working Interest for such Well, the Title Defect Value shall be equal to the present value (discounted at 10% compounded annually) of the Parties’ agreed good faith estimate of the decreased value of such Well (or the specified zone(s) therein) for the period from and after the Effective Time which is attributable to such increase in the Company’s Working Interest or decrease in the Company’s Net Revenue Interest;
(c) If the Title Defect results from the existence of a lien, security interest, pledge, or collateral assignment, the Title Defect Value shall be an amount sufficient to fully discharge such lien, security interest, pledge, or collateral assignment;
(d) If the Title Defect results from any matter not described in paragraphs (a), (b) or (c) above, the Title Defect Value shall be an amount equal to the difference between the value of the Well(s) (or the specified zone(s) therein) or other Asset with such Title Defect and the value of the Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); and
(e) If a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be taken into account in determining the Title...
Title Defect Value. “Title Defect Value” means the amount by which the Allocated Value of an Asset has been reduced by a Title Defect. In determining the Title Defect Value, the Parties intend to include only that portion of the Asset affected by the Title Defect. The Title Defect Value may not exceed the Allocated Value of the Asset and shall be determined by the Parties in good faith taking into account all relevant factors, including without limitation, the following:
Title Defect Value. “Title Defect Value” means the value of the Title Defect determined in accordance with the following:
Title Defect Value. “Title Defect Value” means the value of the Title Defect as determined by Buyer in good faith, taking into account all relevant factors, including but not limited to the following:
Title Defect Value. In determining which portions of an Asset constitute a Title Defect, it is the intent of the parties to include, to the extent possible, only that portion of any affected Asset (whether a Well, Unit or leasehold interest, as applicable) that is adversely affected by the defect. The Defect Value for a Title Defect shall not exceed the Allocated Value of the Asset and shall be determined by the parties in good faith taking into account all relevant factors, including, but not limited to, the following:
(a) The Allocated Value of the affected Asset;
(b) The potential or actual reduction in the warranted NRI of the affected Property, or the potential or actual increase in the warranted WI to the extent such increase is not accompanied by a corresponding increase in NRI;
(c) If the Title Defect represents only a possibility of title failure, the probability that such failure will occur;
(d) The legal effect of the Title Defect; and
(e) If the Title Defect is a lien or encumbrance on a Asset, the cost of removing such lien or encumbrance.
Title Defect Value. “Title Defect Value” means, with respect to an Asset, the reduction in such Asset’s Allocated Value as of 5:00 p.m., Houston, Texas, time on the Business Day immediately before the Defect Notice Deadline caused by an uncured Title Defect with respect to such Asset, taking into account the nature of the Title Defect and any subsequent cure of such Title Defect by the Seller; provided, however, that: (a) in determining the Title Defect Value, the reduction in the Asset’s value shall be based on the Allocated Value; (b) the Title Defect Value shall not exceed the cost to cure the related Title Defect (if the cost to cure is reasonably determinable); (c) the aggregate amount of Title Defect Values attributable to all Title Defects affecting an Asset shall not exceed the Allocated Value of such Asset; (d) subject to the foregoing, if a Title Defect is a Lien that is undisputed and liquidated in amount, the Title Defect Value shall be the amount necessary to be paid to remove the Lien; and (e) if a Title Defect affects an Asset for less than its full productive life, the Title Defect Value shall be reduced to take into account the applicable time period only.
Title Defect Value. In determining which portion of the Assets constitute a Title Defect, it is the intent of the parties to include, to the extent possible, only that portion of the Assets that is adversely affected by the defect. The Defect Value shall be determined by the parties in good faith taking into account all relevant factors, including, but not limited to, the following:
(a) If the Title Defect represents only a possibility of title failure, the probability that such failure will occur;
(b) The legal effect of the Title Defect; and
(c) If the Title Defect is a lien or encumbrance on the Assets, the cost of removing such lien or encumbrance.
Title Defect Value. In determining the value of a Title Defect, it is the intent of the parties to include, to the extent possible, only that portion of the Leasehold Interest whether an undivided interest, separate interest or otherwise, materially and adversely affected by the defect as agreed to by the parties. The Title Defect Value shall in no event exceed the Allocated Value of the affected Leasehold Interest. Subject to such limitation, the Title Defect Value shall be determined by the parties in good faith taking into account all relevant factors, including, but not limited to, the following:
(i) the Allocated Value of the leases, lands and well affected by the Title Defect;
(ii) the reduction in the sales net revenue interest of the Title Defect Property as reflected on Annex “A”, or the amount by which the cost sharing percentage for such property is greater than the sales working interest reflected on Annex “A”;
(iii) the productive status of the Title Defect Property (i.e. proved developed producing, etc.) and the present value of the future income expected to be produced from;
(iv) if the Title Defect represents only a possibility of title failure, the probability that such failure will occur;
(v) the legal effect of the Title Defect; and
(vi) if the Title Defect is a lien or encumbrance on the Leasehold Interest, the cost of removing such lien or encumbrance.
Title Defect Value. “Title Defect Value” means, with respect to an Asset, the reduction in such Asset’s Allocated Value as of 5:00 p.m., Denver, Colorado, time on the Business Day immediately before the Defect Notice Deadline or the Second Defect Notice Deadline, as applicable, caused by an uncured Title Defect with respect to such Asset, taking into account the nature of the Title Defect and any subsequent cure of such Title Defect by the Seller; provided, however, that:
Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B;
