Seller Title Credit definition

Seller Title Credit shall be as defined in Section 6.4.

Seller Title Credit means, with respect to a Property Subdivision, the amount by which the value of such Property Subdivision is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Property Subdivision than the Net Revenue specified therefor in Part II of the Property Schedule, or (b) Seller having a lesser Working Interest in such Property Subdivision than the Working Interest specified therefor in Part II of the Property Schedule, which amount shall be determined as follows:

Seller Title Credit means, ------------------- with respect to a Well or Unit, the amount by which the value of such Well or Unit is enhanced by virtue of (a) the Company having a greater Net Revenue Interest in such Well or Unit than the Net Revenue specified therefor in the Property Schedule, (b) the Company having a lesser Working Interest in such Well or Unit than the Working Interest specified therefor in the Property Schedule, or (c) such Well or Unit being subject to a lien indebtedness which is less than that used for the Purchase Price allocation in the Property Schedule, which amount shall be determined as follows:

Examples of Seller Title Credit in a sentence

• Buyer shall also promptly furnish Seller with written notice of any Seller Title Credit which is discovered by any of Buyer’s employees or representatives while conducting Buyer’s title review, due diligence or investigation with respect to the Subject Interests and Property Subdivisions.

• In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable.

• Buyer shall also, in good faith, furnish Seller periodically (but in no event less frequently than before 4:00 p.m. local time in Denver, Colorado on Thursday of each week during the Due Diligence Period) with written notice of any Seller Title Credit (as defined in Section 3.6) which is known by Buyer or is discovered by any of Buyer’s employees or representatives while conducting Buyer’s title review, due diligence or investigation with respect to the Properties.

• At the same time, Buyer shall also furnish Seller with written notice of any Seller Title Credit which is discovered during such calendar week by any of Buyer's employees or representatives while conducting Buyer's title review, due diligence or investigation with respect to any Well or Unit.

• The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defects, Seller Title Credits, Title Defect Amounts and Seller Title Credit Amounts submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter.

More Definitions of Seller Title Credit

Seller Title Credit means, with respect to a Property, the amount by which the value of such Property is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Property (without a proportionate increase in Seller’s Working Interest) than the Net Revenue Interest specified therefor in Part I of Schedule 2.2, (b) Seller having a lesser Working Interest in such Property (without a proportionate decrease in Seller’s Net Revenue Interest) than the Working Interest specified therefor in Part I of Schedule 2.2, or (c) with respect to each Lease described in Part II of Schedule 2.2, Seller having a greater number of Net Acres than the number of Net Acres specified therefor in Part II of Schedule 2.2. The amount of Seller Title Credits shall be determined as follows: ​ ​

Seller Title Credit means, with respect to a Property Subdivision, the amount by which the value of such Property Subdivision is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Property Subdivision than the Net Revenue Interest specified therefor in Part II(A) of the Property Schedule, (b) with respect to each Property Subdivision described in Part II(A) of the Property Schedule, Seller having a lesser Working Interest in such Property Subdivision than the Working Interest specified therefor in Part II(A) of the Property Schedule without a corresponding reduction in Net Revenue Interest with respect to such Property Subdivision specified therefor in Part II(A) of the Property Schedule or (c) with respect to each Property Subdivision described in Part II(B) of the Property Schedule, Seller having a greater number of Net Acres than the number of Net Acres specified therefor in Part II(B) of the Property Schedule. The amount of Seller Title Credits shall be determined as follows:

Seller Title Credit means, with respect to an Asset, the amount by which the value of such Asset is increased by virtue of (a) Sellers having a greater Net Revenue Interest in such Asset than the Net Revenue Interest specified therefor in Exhibit "A"; or (b) Sellers having a lesser Working Interest in such Asset than the Working Interest specified therefor in Exhibit "A" without a corresponding decrease in the Net Revenue Interest in such Asset from the Net Revenue Interest specified therefor in Exhibit "A." Seller Title Credits will first be applied dollar for dollar against any Title Defect Amounts. After such application, any remaining Seller Title Credits shall be the basis for a Purchase Price adjustment as provided in Section 3.2(a); provided, however, that any upward adjustment to the Purchase Price shall be made only to the extent and only as to that amount by which the aggregate amount of Seller Title Credits exceeds one-half of one percent (0.5%) of the Purchase Price.

Seller Title Credit means, with respect to an Asset, the amount by which the value of such Asset is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Asset than the Net Revenue Interest specified therefor in Exhibit “A-2”; or (b) Seller having a lesser Working Interest in such Asset than the Working Interest specified therefor in Exhibit “A-2”, which amount shall be determined as follows:

Seller Title Credit means, with respect to a Property Subdivision, the amount by which the value of such Property Subdivision is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Property Subdivision than the Net Revenue Interest specified therefor in Part II of the Property Schedule, or (b) Seller having a lesser Working Interest in such Property Subdivision than the Working Interest specified therefor in Part II of the Property Schedule without a corresponding reduction in Net Revenue Interest with respect to such Property Subdivision specified therefor in Part II of the Property Schedule. The amount of Seller Title Credits shall be determined as follows:

Seller Title Credit means, with respect to a Property Subdivision, the amount by which the value of such Property Subdivision is enhanced by virtue of (a) the Company having a greater Net Revenue Interest in such Property Subdivision than the Net Revenue specified therefor in the Property Schedule, (b) the Company having a lesser Working Interest in such Property Subdivision than the Working Interest specified therefor in the Property Schedule, or (c) such Property Subdivision being subject to lesser lien indebtedness than expressly disclosed in any Schedule hereto, which amount shall be determined as follows:

Seller Title Credit means, with respect to a Property Subdivision, the amount by which the value of such Property Subdivision is enhanced by virtue of (a) Seller having a greater Net Revenue Interest in such Property Subdivision than the Net Revenue specified therefor in the Property Schedule, (b) Seller having a lesser Working Interest in such Property Subdivision than the Working Interest specified therefor in the Property Schedule without a corresponding reduction in Net Revenue Interest with respect to such Property Subdivision specified therefor in the Property Schedule, or (c) such Property Subdivision being subject to lesser lien indebtedness than expressly disclosed in any Schedule hereto. Notwithstanding the foregoing, if a Seller Title Credit with respect to a Property Subdivision is $35,000 or less, then the Seller Title Credit with respect to such Property Subdivision shall be deemed zero. The amount of Seller Title Credits shall be determined as follows: