Uncured Title Defects Sample Clauses

Uncured Title Defects. If at the Closing Date, a Title Defect identified by Buyer pursuant to Section 2.1 of this Annex I remains uncured and Seller has not notified Buyer of its election to cure such Title Defect, then the Purchase Price to be paid at the Closing shall be reduced by an amount equal to the Title Defect Amount. There shall not be any reduction of the Purchase Price at Closing for any Title Defects that Seller has elected to cure or has disputed. If after the Cure Period, a Title Defect that Seller has elected to cure remains uncured, then the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount.

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Uncured Title Defects. If there are Uncured Title Defects, then if the Uncured Title Defects Value: (a) is equal to or less than [Redacted] of the Bid Price, the Parties shall complete the Purchase pursuant hereto without adjustment to the Bid Price on account of those Uncured Title Defects; (b) is greater than [Redacted] of the Bid Price, subject to Section 11.3(c), the Bid Price shall be reduced by the Uncured Title Defects Value and the Closing will proceed; and (c) exceeds [Redacted] of the Bid Price, either Sellers or Purchaser may terminate this Agreement on written notice to the other Party and the Guarantors at or before not later than two Business Days before the Closing Date (but not thereafter), in which case the provisions of Article 16 shall apply.

Uncured Title Defects. (a) If Sellers receive a notice pursuant to Section 6.1(b) in respect of Title Defects and does not cure such Title Defects (the “Uncured Title Defects”) then: (i) if the cumulative amount by which the value of the Affected Assets has been reduced as a result of the Uncured Title Defects is less than or equal to the Defect Adjustment Threshold, Purchaser shall complete the purchase of the Company Stock without adjustments to the Purchase Price on account of such Title Defects; (ii) subject to Section 6.2(a)(iii), if the cumulative amount by which the value of the Affected Assets has been reduced as a result of the Uncured Title Defects is greater than the Defect Adjustment Threshold but less than the Defect Termination Threshold, Purchaser may elect on or before ten (10) days prior to the Closing Date to: A. with the agreement of Sellers, grant a further period of time within which Sellers may cure or remove the Uncured Title Defects; B. waive the Uncured Title Defects and proceed with Closing; or C. not waive the Uncured Title Defects, in which event the Purchase Price (by adjustment to the Base Purchase Price) shall be reduced by the value agreed to in accordance with Section 6.1(d) or determined in accordance with Section 6.2(b) which is above the Title Deductible and proceed with Closing; and (iii) if the cumulative amount by which the Base Purchase Price has been reduced as a result of the Uncured Title Defects not waived by Purchaser is equal to or greater than the Defect Termination Threshold, then Sellers or Purchaser may elect to terminate this Agreement in its entirety by written notice to the other no later than one Business Day prior to Closing. Failure by Purchaser to elect or to elect in a timely manner shall be conclusively deemed to be an election to waive all Uncured Title Defects. (b) If Sellers deliver a notice regarding Title Defects pursuant to Section 6.1(d) disagreeing with Purchaser on the validity or the amount of a Title Defect, then for purposes of the allocation of value to any particular portion of the Oil and Gas Assets for the purposes of Section 6.2(a), Sellers and Purchaser shall meet and use reasonable efforts to agree on the validity of the Title Defect and the amount of any required adjustment to the Base Purchase Price. In determining any required adjustment to the Base Purchase Price, it is the intent of the Parties to include, when possible, only that portion of the Oil and Gas Assets adversely affected by the Uncured...

Uncured Title Defects. (a) If there are Uncured Title Defects: (i) if the Uncured Title Defects Value is equal to or less than five (5%) percent of the Asset Bid Price, the Parties shall complete the purchase and sale of the Assets pursuant hereto without adjustment to the Purchase Price on account of such Title Defects; (ii) subject to Subsections 11.3(a)(iii) and 11.3(b), if the aggregate Uncured Title Defects Value in respect of the Assets is greater than the five (5%) percent of the Asset Bid Price, the Asset Bid Price shall be reduced in respect of the Assets by the amount by which the Uncured Title Defects Value in respect of the Assets exceeds five (5%) percent of the Asset Bid Price; (iii) subject to Subsection 11.3(b), if the aggregate of the Uncured Title Defects Value for the Assets under this Agreement exceeds fifteen percent (15%) of the Asset Bid Price, either Vendor or Purchaser may terminate this Agreement upon written notice to the other Parties at or before Closing (but not thereafter), in which case Subsection 2.4(d) shall be applicable and the Parties shall have no further obligation to each other under this Agreement. (b) Notwithstanding Subsections 11.3(a)(ii) and 11,3(a)(iii), if the Uncured Title Defects Value is greater than five (5%) percent of the Asset Bid Price and the Parties agree to delay Closing: (i) Vendor shall make reasonable attempts to cure or remove the Uncured Title Defects prior to the new Closing Date; and (ii) The provisions of Sections 11.2, 11.3 and 11.4 shall again be applicable.

Uncured Title Defects. If MPC or SSA is either unwilling or unable to cure any Title Defect, NTI may elect, on a property-by-property basis, to receive a credit against, or reduction of, the Purchase Price (and Estimated Purchase Price), as applicable, in an amount equal to the lesser of (i) the amount necessary to cure such Title Defect or (ii) the reduction in the fair market value of the property or properties caused by any such Title Defect, as reasonably determined by MPC and agreed to by NTI; provided, however, that if the Title Defects with respect to: (x) any property identified in Section 7.10(e) of the Disclosure Schedules, exceeds, either individually or collectively, 100% of the dollar value assigned to such property in Section 7.10(e) of the Disclosure Schedules, or if such Title Defects could prohibit the current use of or access to the subject property, then NTI may elect to exclude such property from the Contemplated Transactions, in which case such property will not be conveyed to NT Retail or the Third-Party to the Sale and Leaseback Transaction, as applicable, MPC or SSA, as applicable, will continue to own or hold the subject property, and the Purchase Price (and Estimated Purchase Price) will be reduced by the dollar value assigned to such property in Section 7.10(e) of the Disclosure Schedules; or (y) any other property, if such Title Defects could prohibit the current use of or access to the subject property, then NTI may elect to exclude such property from the Contemplated Transactions, in which case such property will not be conveyed to SPP Refining and MPC or SSA, as applicable, will continue to own or hold the subject property, and the Purchase Price will be reduced appropriately to reflect (i) for any property that is utilized to generate EBITDA for the Businesses, the reduction in the value of the Businesses being acquired based on the EBITDA generated by the Businesses attributable to the operations of the subject property, or (ii) for any property that is not utilized to generate EBITDA for the Businesses (by way of example but not limitation, buffer property), the assessed value for ad valorem tax purposes of such property. If NTI disagrees with MPC’s determination of the amount to cure any Title Defect with respect to any parcel of property, the reduction in market value attributable to any Title Defect of the subject property, or the reduction in the value of the Businesses attributable to the exclusion of the operations of the subject property,...

Uncured Title Defects. If after the Cure Period, a Title Defect that Seller has elected to cure remains uncured, then the following provisions shall apply: (a) the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount; (b) if Seller believes in good faith that Seller can cure such Title Defect, Seller may continue to attempt to cure such Title Defect for an additional ninety (90) days; and (c) if Seller cures such Title Defect on or before the expiration of such ninety (90) day period, Buyer shall reimburse Seller the Title Defect Amount attributable to such Title Defect. In the event that the Title Defect Deductible has not been factored into an adjustment at Closing, then the Title Defect Amount used in the Final Settlement Statement shall be reduced by the Title Defect Deductible.

Uncured Title Defects. Except as provided for in Section 8.14.1.4 and only if the subject Title Defect exceeds the Title Defect thresholds in Section 8.14.1.4 above, if BP Products is either unwilling or unable to cure any Title Defect, Buyer may elect, on a property-by-property basis, to receive a reduction of the Base Purchase Price in an amount equal to the lesser of (i) the amount necessary to cure such Title Defect or (ii) the reduction in the fair market value of the property or properties affected by any such Title Defect, as reasonably determined by BP Products and agreed to by Buyer (such amount, the “Title Defect Amount”). If Buyer and BP Products disagree over the determination of the amount to cure any Title Defect with respect to any parcel of property or the reduction in fair market value attributable to any Title Defect on the subject property, Buyer and BP Products shall use Reasonable Efforts to resolve such disagreement within ten (10) Business Days. To the extent the foregoing resolution of any such reduction in the Base Purchase Price with respect to a property cannot be accomplished prior to Closing, Buyer may withhold one-half of the proposed reduction in the Base Purchase Price at Closing and the Parties shall resolve such issue post-Closing. Upon such resolution Buyer or BP Products shall make a payment to the other to reflect the Finally Determined reduction, if any. Notwithstanding anything to the contrary in this Section 8.14.1.5, Buyer shall be permitted at any time prior to and after Closing to work with the Title Company and/or any surveyor to remove, insure around, revise or otherwise modify any matter shown on any title commitment or survey, regardless of whether such matter is a Permitted Encumbrance, an uncured Title Defect, or any other matter affecting the subject property without waiving any of its rights under this Section 8.14.1.5.