Alleged Title Defect means a Title Defect (as hereinafter defined) which is asserted by Buyer in accordance with Article 4.2.
Alleged Title Defect means any defect or deficiency in title, except for Permitted Encumbrances, that creates a lien, claim, encumbrance or other obligation that results in Seller failing to have defensible title to the affected Asset.
Alleged Title Defect shall refer to any defect or deficiency in title, except for Permitted Encumbrances, that (i) creates a lien, claim, encumbrance or other obligation affecting the interests of Seller in the Assets, (ii) diminishes Seller’s net revenue interest (defined as Seller’s share of the proceeds from the sale of Hydrocarbons produced from and allocable to the Assets, net of all royalties, overriding royalties, and other burdens on production) from that set forth on Exhibit “A”, or (iii) increases Seller’s working interest (defined as Seller’s share of the costs of operation, development or production borne by the owner of such interest) from that set forth in Exhibit “A” without a corresponding increase in Seller’s net revenue interest, or which creates an obligation to pay costs or expenses in an amount greater than such interest. Notwithstanding anything to the contrary in Section 7.5 or elsewhere in this Agreement, no adjustment to the Purchase Price for Alleged Title Defects shall be made unless and until, and only to the extent that, (a) with respect to each Lease or parcel of Land, the individual value of each Alleged Title Defect exceeds $50,000 and (b) the value of all Alleged Title Defects exceeds $500,000. For clarity, the value of all Alleged Title Defects must exceed $500,000 before there shall be any Purchase Price Adjustment or further action required of Seller under this Section with respect to such asserted Alleged Title Defects and the first $500,000 shall act as a deductible to be assumed and borne by Buyer. Defects arising from the same circumstance and defects affecting the same Lease or Well shall be aggregated as a single defect for purposes of determining whether the $500,000 threshold has been met.
Examples of Alleged Title Defect in a sentence
Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same.
This Section 11.3 shall be the exclusive right and remedy of Buyer with respect to any Alleged Title Defect, Seller's failure to have defensible title or any other title matter with respect to any Asset.
Seller shall have the right but not the obligation to cure any Alleged Title Defect asserted in such Notice at its own expense prior to Closing, in which case the parties shall proceed to Closing without adjustment of the Purchase Price.
If during the Review Period, Buyer identifies any Alleged Title Defect that exceeds the Individual Title Deductible and that was not reasonably discernible from the materials set out in the Data Room as it existed at the expiration of the Review Period or from other written materials or information provided Buyer by Seller prior to the expiration of the Review Period, Buyer may notify Seller in writing at any time on or prior to the expiration of the Review Period.
The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect.
More Definitions of Alleged Title Defect
Alleged Title Defect means a Title Defect (as hereinafter defined) ---------------------- which is asserted by Buyer in accordance with Article 4.2, and the costs --- associated with curing such individual Alleged Title Defect exceeds Seventy-five Thousand and No/100 United States Dollars (US $75,000) net to Seller's interests. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED TITLE DEFECT UNLESS THE AGGREGATE COST ASSOCIATED WITH CURING ALL SUCH ALLEGED TITLE DEFECT(S) EXCEEDS THREE PERCENT (3%) OF THE UNADJUSTED PURCHASE PRICE (IT BEING ACKNOWLEDGED AND AGREED THAT BUYER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ALLEGED TITLE DEFECT(S) UP TO THREE PERCENT (3%) OF THE UNADJUSTED PURCHASE PRICE).
Alleged Title Defect shall refer to any defect or deficiency in title, except for Permitted Encumbrances, that (i) creates a lien, claim, encumbrance or other obligation affecting the interests of Seller in the Assets, (ii) diminishes Seller’s net revenue interest (defined as Seller’s share of the proceeds as of the Effective Date from the sale of Hydrocarbons produced from and allocable to the Assets, net of all royalties, overriding royalties, and other burdens on production) from that set forth on Exhibit “A”, or (iii) increases Seller’s working interest (defined as Seller’s share of the costs of operation, development or production borne by the owner of such interest as of the Effective Date) from that set forth in Exhibit “A” without a corresponding increase in Seller’s net revenue interest, or which creates an obligation to pay costs or expenses in an amount greater than such interest. Notwithstanding anything to the contrary in Section 6.5 or elsewhere in this Agreement, no adjustment to the Purchase Price for Alleged Title Defects shall be made unless and until, and only to the extent that, (a) the individual value of each Alleged Title Defect (with respect to all Assets affected) exceeds $200,000 and (b) the value of all Aggregate Alleged Defects exceeds the Minimum Threshold amount provided for in Section 8.1 below.
Alleged Title Defect shall refer to any defect or deficiency in title, except for Permitted Encumbrances, that is reasonably expected to have a value in excess of $2,000,000.00 and (i) creates a lien, claim, encumbrance or other obligation affecting the interests of Seller in the Assets, (ii) diminishes Seller’s net revenue interest (defined as Seller’s share of the proceeds from the sale of Hydrocarbons produced from and allocable to the Assets, net of all royalties, overriding royalties, and other burdens on production) from that set forth on Exhibit A, Schedule 1, or (iii) increases Seller’s working interest (defined as Seller’s share of the costs of operation, development or production borne by the owner of such interest) from that set forth in Exhibit A, Schedule 1 without a corresponding increase in Seller’s net revenue interest, or which creates an obligation to pay costs or expenses in an amount greater than such interest. No adjustment to the Purchase Price for Alleged Title Defects shall be made unless and until, and only to the extent that with respect to each Lease, the individual value of each Alleged Title Defect exceeds $2,000,000.00.
Alleged Title Defect means a Title Defect (as hereinafter defined) which is asserted by Buyer in accordance with Article 4.2 as to a distinct Item Number listed on Exhibit "A" attached hereto, and the costs associated with curing such Alleged Title Defect with respect to such Item Number exceeds Seventy-Five Thousand and No/100 (US $75,000) net to Seller's interests. Except as expressly stated hereinabove, notwithstanding anything contained in this Agreement to the contrary, Buyer shall not be entitled to raise an Alleged Title Defect unless the aggregate cost associated with curing all such Alleged Title Defect(s) exceeds $10,000,000 (it being acknowledged and agreed that Buyer shall be solely responsible for any and all Alleged Title Defect(s) up to $10,000,000).
Alleged Title Defect means a Title Defect which is asserted by Seller in accordance with Article 4.2, and the costs associated with curing such individual Alleged Title Defect exceeds TWENTY-FIVE THOUSAND and No/100 United States Dollars (US $25,000) net to Buyer's interests. Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be entitled to raise an Alleged Title Defect unless the aggregate cost associated with curing all such Alleged Title Defect(s) exceeds three percent (3%) of the Amoco Defect Value (it being acknowledged and agreed that Seller shall be solely responsible for any and all Alleged Title Defect(s) up to three percent (3%) of the Amoco Defect Value).
Alleged Title Defect is defined in Section 8.2(a).
Alleged Title Defect means a Title Defect (as hereinafter defined) which is asserted by Buyer in accordance with Article 4.2 as to a distinct Item Number listed on Exhibit "A" attached hereto, and the costs associated with curing such Alleged Title Defect with respect to such Item Number exceeds Seventy-Five Thousand and No/100 (US $75,000) net to Seller's interests. EXCEPT AS EXPRESSLY STATED HEREINABOVE, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL NOT BE ENTITLED TO RAISE AN ALLEGED TITLE DEFECT UNLESS THE AGGREGATE COST ASSOCIATED WITH CURING ALL SUCH ALLEGED TITLE DEFECT(S) EXCEEDS $10,000,000 (IT BEING ACKNOWLEDGED AND AGREED THAT BUYER SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL ALLEGED TITLE DEFECT(S) UP TO $10,000,000).