Common use of Valuation of Title Defects Clause in Contracts

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 cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this 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 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, in the aggregate, exceed 10% of the Base Purchase 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. For all Title Defects, subject to the provisions of Section 7.5, Sellers shall elect to either (i) in the case of Title Defects, either: (1) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the portion of the Allocated Value set forth on Exhibit “C” attributable to such affected Assets, (2) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of those Assets so excluded; or (ii) in the case of an Additional Interest, sell to Buyer the entire Assets affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Interests 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 Seller shall endeavor to mutually agree on the amount of the adjustment to the Base Purchase PricePrice adjustment. If the parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. .” Notwithstanding any of the preceding provisions of this Article 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 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, in the aggregate, exceed 10% of the Base Purchase 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. For all Title Defects, and such Closing shall not waive or release any claims of Buyer that are the subject to the provisions of Section 7.5, Sellers shall elect to either (i) in the case of Title Defects, either: (1) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the portion of the Allocated Value set forth on Exhibit “C” attributable to such affected Assets, (2) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of those Assets so excluded; or (ii) in the case of an Additional Interest, sell to Buyer the entire Assets affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Interests proportionately increased to reflect such Additional Interestdispute.

Valuation of Title Defects. If the adjustment is for an item other than as set forth in (a) 7.4.1 or (b) 7.4.2 above, Buyer and Sellers shall endeavor to mutually agree on the amount of the adjustment to the Base Purchase PricePrice adjustment based upon the Allocated Values for such Asset set forth on Exhibit “C”. If the parties Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3. Any such item shall be referred to as an “Open Defect”. Notwithstanding any of the preceding provisions of this 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 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, in the aggregate, exceed ten (10% %) percent of the Base Purchase 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. For all Title Defects, subject to the provisions of Section 7.5, Sellers shall elect to either (i) in the case of Title Defects, either: (1) sell to Buyer the entire Asset(s) affected by the Title Defect but reduce the Base Purchase Price by the portion of the Allocated Value set forth on Exhibit “C” attributable to such affected Assets, (2) exclude from this transaction the Assets affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of those Assets so excluded; or (ii) in the case of an Additional Interest, sell to Buyer the entire Assets affected by the Additional Interest at the original Allocated Value set forth on Exhibit “C” attributable to such Interests proportionately increased to reflect such Additional Interest.: