Title Procedure Sample Clauses

Title Procedure. If any of the information or materials supplied ---------------- by Seller pursuant to this Agreement, or any other information or data, including the Buyer's due diligence examination of title, reflects the existence of any encumbrance, encroachment, defect in or objection to title that renders title to the gas properties defective or encumbered, and not capable of being conveyed due to a title defect that would make the Gas Properties unmarketable ("Title Defects"), then: (a) Buyer shall notify Seller in writing of the Title Defects as they are identified, providing Seller with adequate information to enable Seller to go forward with curing the Title Defects. Within five (5) days prior to closing, Seller shall furnish Buyer all documentation reasonably satisfying the Title Defects. (b) If Seller is unable to cure the Title Defects, Buyer shall have the option to: accept the Gas Properties with the Title Defects and adjust the Purchase Price in an amount to be agreed upon between Buyer and Seller or terminate this Purchase and Sale Agreement and receive a refund from the Seller of the down payment described in Section 2.1, above. The value of the Title Defects must exceed $100,000 in value before any adjustment in the Purchase Price will be made. The value of Title Defects as to all producing Gas Properties shall be based on Buyer's bid amount as it relates to each producing well. The value of Title Defects as to all non-producing Gas Properties shall be based on Buyer's bid amount as it relates to the mineral leases covering the non-producing Gas Properties. In the event Buyer identifies Title Defects having a value of $100,000, or more, and the same are not cured within five (5) days prior to closing and the Buyer and Seller have not negotiated a reduction of the Purchase Price in exchange for a waiver of the Title Defects within two (2) days prior to closing, either party may terminate this Agreement as allowed in Section 10. 1. Notwithstanding this limitation, Seller shall always have the option to remove any of the Gas Properties upon which there are Title Defects from this transaction, reducing the Purchase Price by the value assigned to the Title Defects and the affected interests. As to all producing Gas Properties, Buyers shall not identify a title defect as to any Gas Property that has been producing for more than two (2) years and as to which Seller's title has not been challenged.

Title Procedure. Seller shall promptly, within three (3) business days of Seller accepting this offer, make available to the Buyer, at the office of the Buyer, true and complete copies of all of the Seller's title information concerning the Property, including (i) copies of the Leases, contracts, easements and other agreements respecting the Property; (ii) copies of all Opinions of Title, landman reports or other certificates of title to the Property; (ixx) xxx letters or other documents establishing any adverse claim to title to any of the Property; (iv) and other information concerning title to the Property available to the Seller. Buyer shall then undertake such title examination as it deems prudent at its sole further cost and expense. Seller agrees to authorize Thomas

Title Procedure. From the date this Agreement is executed until 3:00 pm Central Standard Time on the date that is 5 Business Days prior to the Closing Date (the “Title Examination Period”), Buyer may make written claims in accordance with this Exhibit A with respect to any Title Defect claimed by Buyer.

Title Procedure. (a) As used herein, "Title Defect Amount" shall mean, with respect to any reduction of the Net Revenue Interest set forth on Exhibit "B" hereto, an amount calculated by multiplying the percentage reduction in the Net Revenue Interest by the Allocated Value for such affected Interests; and, with respect to any Title Defect that does not cause the Net Revenue Interest set forth on Exhibit "B" to decrease or cause the Working Interest set forth on Exhibit "B" to increase, an amount determined by evaluating the portion of the Interests affected by such Title Defect, the legal effect of the Title Defect, and the potential economic effect of the Title Defect over the life of the affected Interests. The Title Defect Amount as to any particular Interest, however, shall never exceed the Allocated Value therefor. Furthermore, in the event it is determined that the Net Revenue Interests for any affected Interest is greater than set forth on Exhibit "B" hereto, the Purchase Price shall be proportionately adjusted upward by multiplying the percentage increase in the Net Revenue Interest by the Allocated Value for such affected Interest. Increases or decreases in the Working Interest without a corresponding increase or decrease in the Net Revenue Interest shall be evaluated by rerunning the economics used in determining the Allocated Value for the affected Interest to determine the impact on the Allocated Value for such affected Interests. Notwithstanding any terms contained in this Agreement to the contrary, no Title Defect shall be asserted by Buyer unless the Title Defect Amount is at least $15,000.00. This $15,000.00 threshold shall likewise apply to any upward adjustment sought by Seller under this Section 5.05(a).

Title Procedure. 6.8.9.5.2.1 The Supplier shall Review the Title of each Record in conjunction with Contracting Authorities’ Sensitivity Review guidance which shall include, but shall not be limited to: security classification of Record(s); name(s), addresses date(s) of birth, trigger words/phrases etc. all information provided by the Contracting Authorities at its Supplier induction event(s), and the Freedom Of Information Act (FOI).

Title Procedure. From the Effective Date until 5:00 p.m. Central Time on the date that is 45 days following the Effective Date (the “Examination Period”), STML will afford to EnCana and its representatives reasonable access during normal business hours to the offices, personnel and books and records of STML in order for EnCana to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Assets in order to determine whether Title Defects exist.

Title Procedure. If any of the information or material supplied by Seller pursuant to this Agreement or any other information or data obtained by Buyer from any other source reflects the existence of any encumbrance, encroachment, defect in or objection to title that render title to the Gathering System or any portion thereof less than good and marketable (all of which are herein called the "Title Defects"), Buyer shall give Seller written notice of the Title Defects. If Title Defects shall be so specified, Seller may attempt to cure or to remove the Title Defects at the expense of Seller. If the Title Defects are not cured or removed at or prior to the Closing, Buyer may either waive the Title Defects and proceed with the Closing, mutually agree with Seller to an adjustment to the Purchase Price and proceed with Closing, or elect in writing to terminate this Agreement.

Title Procedure. From the date this Agreement is executed until 5:00 pm on the Defect Deadline (the “Title Examination Period”), Xxxxx may make written claims in accordance with this Exhibit A with respect to any Title Defect claimed by Xxxxx.

Title Procedure. Except as expressly set forth in this Agreement, at the Closing, Seller shall convey its right, title and interest in and to the Methane Assets with only the representations and warranties contained in a deed in substantially the form attached hereto as Exhibit B, executed as appropriate for each county in which the Methane Assets are located and executed by Seller (“Seller’s Deeds”). If any information or data obtained by Purchaser from public records or any other source reflects the existence of any material encumbrance, encroachment, defect in or objection to Seller’s title to the Methane Assets to be conveyed under the Seller’s Deeds that render title to the Methane Assets or any portion thereof less than that being conveyed under the Seller’s Deeds (all of which are herein called the “Title Defects”), Purchaser shall give Seller written notice of the Title Defects. If Title Defects shall be so specified, Seller may attempt to cure or to remove the Title Defects at its own expense prior to Closing.

Title Procedure. If any of the information or material supplied by Seller pursuant to this Agreement or any other information or data reflects the existence of any encumbrance, encroachment, defect in or objection to title, other than those set forth in Exhibit A, that render title to the Interests or any portion thereof then Seller shall notify Buyer in writing at the address provided below of such encumbrance or defect and shall immediately take steps to cure same. In the event such defects or encumbrances cannot be so cured, then the purchase price described herein shall be reduced by the amount necessary, including applicable attorneys fees, costs and expenses incurred by Buyer to cure same which shall be deducted from any payments to be made pursuant to this Agreement.