Common use of Valuation of Title Defects Clause in Contracts

Valuation of Title Defects. (a) If the Parties cannot agree upon the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute shall be resolved in accordance with the dispute resolution provisions in Section 19.3. Any such dispute shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute relating to the Title Defects or Additional Interests; provided, however, if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not in the aggregate exceed fifteen (15%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b) above, Seller shall use reasonable efforts to cure the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such excluded Asset for its Allocated Value as of the Effective Time. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the adjustment is for an item other than as set forth in Sections 7.4.1 or 7.4.2 above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen twenty percent (1520%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty ten (3010) days Business Days following the final resolution of the dispute. (b) Subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects, either: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an the Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b(b) above, above and Seller shall use reasonable efforts to cure cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such the said excluded Asset for its Allocated Value as of the Effective Time, subject to the other provisions of this Agreement. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the adjustment is for an item other than as set forth in Sections 7.4.1 or 7.4.2 above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen ten (1510%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects, either: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an the Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b(b) above, above then Seller shall use reasonable and commercial efforts to attempt to cure the Title Defect to Buyer’s reasonable satisfaction prior to within one hundred eighty (180) days after following Closing, and if the . If said Title Defect is cured to Buyer’s reasonable satisfaction, within said one hundred eighty (180) day period then Buyer shall purchase such the said excluded Asset for its Allocated Value as of the Effective Time. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Sellers shall endeavor to mutually agree on the amount of the adjustment to the Base Purchase Price. If the Parties parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen (15%) percent 10% of the Base Purchase Price (the “Termination Threshold”) ”)Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject . For all Title Defects, subject to the provisions of Section 7.5, for all Title Defects, Seller Sellers shall elect to either: either (i) in the case of Title Defects: , either: (a1) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with portion of the Allocated Value set forth on Exhibit “C” attributable to such Title Defect; or affected Assets, (b2) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) those Assets so excluded; or (c) if an Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b) above, Seller shall use reasonable efforts to cure the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such excluded Asset for its Allocated Value as of the Effective Time. or (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) Assets affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets Interests proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustmentamount therefor, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section Article 7, all adjustments to the Base Purchase Price applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended extended, subject to Section 19.1, until resolution of any dispute all disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments the amount as agreed upon by the Parties (or, with respect to all amounts for which the Parties do not agree, as determined by multiplying fifty percent (50%) by the sum of Seller’s reasonable good faith estimate of such amounts plus Buyer’s reasonable good faith estimate of such amounts) of the alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen percent (15%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the disputedispute on the terms and subject to the conditions set forth in this Agreement. (b) Subject With respect to each Title Defect that is not an Open Defect: (i) if by Closing the Parties agree, the Asset affected by such Title Defect shall be excluded from the Assets and this Agreement and the Base Purchase Price to be paid at Closing shall be adjusted downward by an amount equal to the entire Allocated Value of such Asset; or (ii) if by Closing the Parties do not agree to exclude the Asset affected by such Title Defect, then Seller shall sell to Buyer and Buyer shall purchase from Seller the entire Asset(s) affected by such Title Defect and, subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price to be paid at Closing shall be adjusted downward by the agreed upon amount associated of the adjustment for such Title Defect determined in accordance with Section 7.4 or 20.3, as the case may be, of such Title Defect; or (b) exclude from this transaction provided, however, that Seller shall have the Assets affected by right, but not the obligation, to cure such Title Defect after Closing and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b) above, Seller shall use reasonable efforts to cure the cures such Title Defect to Buyer’s reasonable satisfaction prior to within one hundred eighty (180) days after following Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, then Buyer shall purchase pay to Seller the amount by which the Base Purchase Price was adjusted downward at Closing on account of such excluded Asset for its Allocated Value as of the Effective TimeTitle Defect, which amount shall be paid in immediately available funds within ten (10) days after Seller so cures such Title Defect. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the adjustment is for an item other than as set forth in 7.4.1 or 7.4.2 above, Buyer and Sellers shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment based upon the Allocated Values for such Asset set forth on Exhibit “C”. If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen ten (1510%) percent of the Base Purchase Price (the “Termination Threshold”) ”)Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject . For all Title Defects, subject to the provisions of Section 7.5, for all Title Defects, Seller Sellers shall elect to either: (i) in the case of Title Defects, either: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon upon, or determined, amount associated with such Title Defect; or, (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an the Asset is excluded from this transaction the Transaction pursuant to 7.4.3(b)(i)(b(b) above, Seller shall use reasonable efforts to above and if Sellers cure the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty twenty (180120) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such the excluded Asset Assets for its the Allocated Value as of the Effective Time.; or (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. .” Notwithstanding any of the preceding provisions of this Section ARTICLE 7, all adjustments applicable to Title Defects or Additional Interests (other than with regard to (i) matters or claims that Buyer may have the right to assert under the special warranty of title in the Conveyances or (ii) a breach of any of Seller’s representations and warranties under this Agreement, and Buyer’s right to indemnification therefor) shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional InterestsInterests (subject to Section 19.1(c)); provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects, Open Defects and Open contested Environmental Defects do not not, in the aggregate aggregate, exceed fifteen (15%) percent 10% of the Base Purchase Price (the “Termination Threshold”) ”)Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject to , and such Closing shall not waive or release any claims of Buyer that are the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value subject of the Asset(s) so excluded; or (c) if an Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b) above, Seller shall use reasonable efforts to cure the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such excluded Asset for its Allocated Value as of the Effective Timedispute. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the adjustment is for an item other than as set forth in Sections 7.4.1 or 7.4.2 above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section 77.4, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen twenty percent (1520%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty ten (3010) days Business Days following the final resolution of the dispute. (b) Subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects, either: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an the Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b(b) above, above and Seller shall use reasonable efforts to cure cures the Title Defect to Buyer’s the reasonable satisfaction of Buyer within ninety (90) days after Closing (or, to the extent the Parties could not agree on whether or not Seller cured such Title Defect within such time period, the Defect Arbitrator or Buyer prior to one hundred eighty twenty (180120) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction), Buyer shall purchase such the said excluded Asset for its Allocated Value as of the Effective Time, subject to the other provisions of this Agreement. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.

Valuation of Title Defects. (a) If the adjustment is for an item other than as set forth in Sections 7.4.1 or 7.4.2 above, Buyer and Seller shall endeavor, to mutually agree on the amount of the Base Purchase Price adjustment. If the Parties cannot agree upon to the existence of a Title Defect or Additional Interests or the applicable adjustment, the dispute matter shall be resolved in accordance with the dispute resolution provisions in Section 19.320.3. Any such dispute item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this Section 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any dispute disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not not, in the aggregate aggregate, exceed fifteen ten (1510%) percent of the Base Purchase Price (the “Termination Threshold”) ”), then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute. (b) Subject to the provisions of Section 7.5, for all Title Defects, Seller shall elect to either: (i) in the case of Title Defects, either: (a) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect; or (b) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Asset(s) so excluded; or (c) if an the Asset is excluded from this transaction pursuant to 7.4.3(b)(i)(b(b) above, above and Seller shall use reasonable efforts to cure cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, and if the Title Defect is cured to Buyer’s reasonable satisfaction, Buyer shall purchase such the said excluded Asset for its Allocated Value as of the Effective Time. (ii) in the case of an Additional Interest, sell to Buyer the entire Asset(s) affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Assets proportionately increased to reflect such Additional Interest.