Title Disputes. (a) Seller and Purchaser shall use good faith efforts to agree prior to and after Closing on the interpretation and effect of this Article 6 and the validity, existence and determination of all Title Benefits, Title Benefit Amounts, Title Defects and Title Defect Amounts (and/or the cure thereof) (each, a “Title Dispute”).
(b) If, with respect to any Title Defect asserted by Purchaser, or Title Benefit asserted by Seller, prior to the Closing Date (i) Seller has elected to cure such Title Defect pursuant to Section 6.1(c), or (ii) Seller and Purchaser are unable to agree on the existence, cure, or amount of any Title Benefits, Title Benefit Amounts, Title Defects, or Title Defect Amounts related thereto by the Closing Date, then the applicable Title Defect Property (and all related or associated Oil and Gas Properties) shall nevertheless be conveyed by Seller to Purchaser at the Closing pursuant to this Agreement.
(c) If Seller and Purchaser are unable to agree on any Title Dispute by the date that is ten (10) days after the end of the Cure Period, then, subject to Section 6.1(f) and Section 6.1(g), all such Title Disputes shall be exclusively and finally resolved pursuant to this Section 6.2(c), and within the ten (10) Business Day period following such deadline any such Title Disputes shall be submitted to a title attorney that has at least ten (10) years’ experience in oil and gas titles in the state of North Dakota as selected by mutual agreement of Purchaser and Seller or absent such agreement during the ten (10) Business Day period, by the Dallas office of the AAA (the “Title Referee”). The Title Referee shall not have worked as an employee or outside counsel for any Party or any Affiliate of any Party during the ten (10) year period preceding the arbitration or have any financial interest in the dispute.
(i) Within ten (10) Business Days after the selection of the applicable Title Referee, the Parties shall provide to such Title Referee any documents and materials necessary to support such Party’s position.
(ii) The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with, but not under the auspices or jurisdiction of, the Commercial Arbitration Rules of the AAA, to the extent such rules do not conflict with the terms of this Section. The applicable Title Referee’s determination shall be made within sixty (60) days after submission of the matters in dispute and shall be final and binding upon the Parties, with...
Title Disputes. If Vendor disagrees, acting reasonably, with the existence of Title Defects, or the value or values allocated by Purchaser to the Title Defects, Vendor shall have the sole option to terminate this Agreement by written notice to Purchaser, or to delay Closing and refer the matter in dispute to arbitration. If Vendor elects to delay Closing and refer the matter in dispute to arbitration, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be resolved by a single arbitrator pursuant to the provisions of the Arbitration Act (Alberta). The decision of the arbitrator shall be final and shall not be subject to review. All costs of arbitration shall be borne by the Parties equally. The arbitrator will be asked to render a decision within thirty (30) days of being presented with its instructions as to the arbitration.
Title Disputes. Any dispute between American and Enerplus concerning the existence, nature or extent of a Title Defect, the Title Defect Value, or the adequacy of curative work performed in respect of such Title Defect shall be resolved as provided in Section 14.8, below.
Title Disputes. 6.1 RBK shall not be liable to Von Einsiedel, and shall not be deemed in default hereunder for any failure or delay to pay any portion of the Option Price if prior to payment thereof any dispute as to ownership or title to the Property or the minerals therein arises, including native land claims. All times provided for in this Agreement shall be extended for the period commensurate with the period for the delay and, so far as possible, both parties shall take all reasonable steps to remedy the delay caused by the events referred to above.
6.2 Neither party shall be liable to the other party hereto and neither party shall be deemed in default hereunder for any failure or delay to perform any of its covenants and agreements hereunder including RBK's covenants to undertake work programs on the Property, caused or arising out of any act nor reasonably within the control of such party, excluding lack of funds but including without limitation acts of God, strikes, lockouts or other industrial disputes, acts of the public enemy, native land claims, blockades, disputes as to Property ownership, war, riots, fire, storm, flood, explosion, government restriction or the obtaining of governmental approvals, or the unavailability of equipment or other causes whether of the kind enumerated above or otherwise. The party affected shall give prompt notice to the other party of the commencement and termination of one of the events referred to above. No right of a party shall be affected for failure or delay of a party to meet any condition of this Agreement, if the failure or delay is caused by one of the events referred to above. All times provided for in this Agreement shall be extended for the period commensurate with the period for the delay and, so far as possible, the party affected shall take all reasonable steps to remedy the delay caused by the events referred to above.
Title Disputes. Notwithstanding the dates set forth in this Agreement for the incurring of any Expenditures by Optionee or the giving of any notices, if Optionor's ownership of any of the Properties is disputed by proceedings in any court, then the period of time within which Optionee is required to make any Expenditures or give any notification hereunder shall be automatically extended by the period of time between the commencement of any such proceedings and ten (10) days after the final termination of any such proceedings in a court of final resort from which no appeal can be taken by any party involved therein. Similarly, all time periods and dates subsequent to such extended period shall be adjusted to take into account the extension and delay arising out of such dispute. Optionor shall be responsible for resolving any such proceedings; however, Optionee shall co-operate with the Optionor, at Optionor's expense, in the defence and resolution of such proceedings.
Title Disputes. Should the Trustee or Beneficiary be made defendant in any suit involving the title to any of the Mortgaged Property, or involving the validity or priority of the lien of this Deed of Trust, then it is agreed that in every such case an attorneys’ fee in a reasonable amount shall be fixed by the court in which said suit may be pending, and may be adjudged in favor of the attorney or attorneys of record representing said parties, which fee shall be adjudged against the Grantor, on motion made therein therefor as a part of the costs of such proceedings, and that such reasonable costs and expenses of said parties, shall also be fixed and adjudged as costs therein by the court, and it is agreed that all such fees, costs and expenses of every such proceeding shall be adjudged against said Grantor (if not charged against a party other than the Trustee or the Beneficiary, their successors and assigns), and when so adjudged shall be secured by this Deed of Trust.
Title Disputes. The Seller confirms that as far as it is aware, but no warranty is given as to the position, that there are no current disputes with neighbouring proprietors or occupiers or any other parties relating to access, title or common property.
Title Disputes. Notwithstanding the dates set forth in this Agreement for the incurring of any Expenditures by Razore Rock or the giving of any notices, if Alto Ventures’ ownership of any of the Mineral Rights is disputed by proceedings in any court, then the period of time within which Razore Rock is required to make any Expenditures or give any notification hereunder shall be automatically extended by the period of time between the commencement of any such proceedings and ten (10) days after the final termination of any such proceedings in a court of final resort from which no appeal can be taken by any party involved therein. Similarly, all time periods and dates subsequent to such extended period shall be adjusted to take into account the extension and delay arising out of any such dispute. Alto Ventures shall be responsible for resolving any such proceedings; however, Razore Rock shall co-operate with Alto Ventures, at Alto Ventures’ expense, in the defence and resolution of such proceedings.
Title Disputes. (A) Notwithstanding any provision herein to the contrary, this Lease is granted and accepted without any warranty of title and without any recourse against Lessor whatsoever, either express or implied. It is expressly agreed that Lessor shall not be required to return any payments received hereunder or be otherwise responsible to Lessee therefor. Lessor hereby disclaims any covenant of quiet enjoyment or peaceful possession of the Leased Premises.
(B) In the event of a bona fide dispute or litigation involving Xxxxxx’s ownership or title to any portion of the Leased Premises, Xxxxxx agrees to promptly notify Lessor, in writing, and provide any information and/or documentation in Xxxxxx’s possession or to which Xxxxxx has access regarding such dispute, including the identity of the adverse claimant(s) and the nature of the dispute.
(C) During the pendency of and through resolution of the dispute or litigation, Lessee shall comply with all terms, provisions, and requirements of this Lease, including the payment of royalty, and shall be deemed in default of payment of royalty if Lessee suspends or stops making royalty payments. However, in lieu of making said payments directly to Lessor, Lessee may:
(1) Request and obtain authorization from Lessor to suspend the direct payment of royalty due on the production attributable to the disputed acreage, deposit the royalty payments into an interest bearing escrow account at an FDIC insured financial institution having a presence within the State and fully comply with the title dispute protocol approved by Lessor; or
(2) Initiate a concursus proceeding and deposit the royalty payments attributable to the disputed acreage into the court registry; or
(3) Take other action as authorized by Xxxxxx.
(D) Nothing herein is intended to waive, release, relinquish, or in any way diminish any rights Lessor may have to review, examine, audit, dispute, challenge, or contest any payments made or not made by or on behalf of Xxxxxx on the production attributable to the disputed acreage. In the event an audit or other examination should reveal that the sums deposited into an escrow account or into the registry of the court are incorrect, Xxxxxx shall remain fully responsible for all royalty amounts determined to be due and owing, and may be subject to payment of interest and penalties as required by law or the terms of this Lease.
(E) Upon termination of any escrow authority, concursus proceeding or other action authorized by Xxxxxx,...
Title Disputes. (a) Sellers and Purchasers shall use good faith efforts to agree prior to the Closing on the interpretation and effect of this Article 3 and the validity and determination of all Title Benefits, Title Benefit Amounts, Title Defects, and Defect Amounts (or the cure thereof). If Sellers and Purchasers are unable to agree on the scope, interpretation and effect of this Article 3, the existence, cure or amount of any Title Benefits, Title Benefit Amounts, Title Defects or Defect Amounts, the presence or absence of any Mineral Interest on Exhibit A-1, the presence or absence of any Well on Exhibit A-2, the Allocated Value of any Mineral Interest or Well, or any other matter related to title to the Mineral Interests or Xxxxx by the Closing Date, all such disputed interpretations and effect of this Article 3, all Title Benefits, Title Benefit Amounts, Title Defects, and Defect Amounts, the presence or absence of any Mineral Interest on Exhibit A-1, the presence or absence of any Well on Exhibit A-2, the Allocated Value of any Mineral Interest or Well, or any other matter related to title to the Mineral Interests or the Xxxxx in dispute shall be exclusively and finally resolved pursuant to this Section 3.5. Any time following the Target Closing Date if Closing has not occurred as a result of a Party’s failure to satisfy or waive Section 9.1(d) or Section 9.2(d), as applicable, disputes as to the interpretation and effect of this Article 3 and all Title Benefits, Title Benefit Amounts, Title Defects or Defect Amounts in dispute with respect to each Mineral Interest or each Well located within a particular state shall be submitted to a three-person panel of title attorneys (with respect to each such state, the “Title Arbitration Panel”), each of which shall have at least ten (10) years’ experience in oil and gas titles in such state (each such title attorney with respect to each such state, a “Title Referee”). Purchasers shall appoint one (1) Title Referee to sit on the Title Arbitration Panel, Sellers shall appoint one (1) Title Referee to sit on the Title Arbitration Panel and such Title Referees shall collectively appoint the third (3rd) Title Referee. Each Title Referee shall not have worked as an employee or outside counsel for any Party or any Affiliate of any Party during the ten (10) year period preceding the arbitration or have any financial interest in the dispute.
(b) Within ten (10) Business Days after the selection of each Title Arbitration Panel, the P...
