Title Deficiency definition

Title Deficiency has the meaning given in Section 2.5.
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Title Deficiency shall exist if (i) the Companies are obligated to bear and pay costs and expenses associated with the exploration, maintenance, development and operation of any Property through the plugging, abandonment, and salvage of such Property greater than the working interest for such Property represented in the Property Letter without a corresponding increase in the applicable net revenue interest in such Property represented in the Property Letter, (ii) the Companies are entitled to receive and retain a share of the Hydrocarbons produced, saved, and marketed from any Property without suspension, reduction or termination through the plugging, abandonment, and salvage of such Property less than the net revenue interest for that Property represented in the Property Letter, (iii) any Property is subject to a Claim (other than a Permitted Encumbrance), (iv) any Property is subject to a preferential purchase right, right of first offer, right of first refusal or consent, the absence of which would render the Transactions void or voidable or subject any Company to potential loss of any Property or any interest therein or to damages or penalties upon the occurrence of a change of control of the Person holding the interest in such Property or any similar purchase or consent right, in each case that would be triggered or would otherwise arise as a result of the consummation of the sale and delivery of the Shares by Sellers to Purchaser pursuant to this Agreement, or (v) any combination of the foregoing exist. Purchase shall have the right to notify Sellers in writing of any Title Deficiencies (a “Title Deficiency Notice”) no later than 5:00 p.m. (Central time) on the fourth business day prior to the Closing Date. Any Title Deficiency Notice shall include Purchaser’s good faith determination based on customary industry standards of the dollar value of such Title Deficiency, which value shall be determined based upon the relative change in the Maximum Title Deficiency Amount of such Property (each, a “Title Deficiency Amount”). By way of illustration: (i) if a Company’s actual net revenue interest in a Property is less than the net revenue interest set forth for such Property in the Property Letter or if a Company’s actual working interest in a Property is greater than the working interest set forth in the Property Letter (without a corresponding increase in a Company’s net revenue interest), then value of the Title Deficiency would be that portion of the Maximum Title Defic...
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Title Deficiency has the meaning set forth in Section 8.12(b).
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Examples of Title Deficiency in a sentence

  • Upon the discovery by Buyer of any Material Title Deficiency or any Material Environmental Deficiency, Buyer shall promptly notify Seller in writing.

  • If the aggregate Title Deficiency Amounts plus the aggregate Property Condition Deficiency Amounts, as determined in Sections 2.4 and 2.5 above, exceed $16,950,000.00, then Purchaser, at its election, may give written notice to Sellers not later than 5:00 p.m. (Central Time) on the fourth business day prior to the Closing Date (the “Deficiency Notice”).

  • The exceptions to which Buyer does not issue a Title Deficiency Notice or which are waived pursuant to the immediately preceding sentence are “Permitted Exceptions”.

  • Purchaser shall have the right to notify Sellers in writing of any Title Deficiencies (a "Title Deficiency Notice") no later than 5:00 p.m. (Central time) on May 7, 2010.

  • If a Preferential Right is exercised it will not constitute a Title Deficiency Purchaser may not waive as Title Deficiencies the existence or operation of any Preferential Right.

  • After receipt of a Title Deficiency Notice from Buyer, Seller may then elect, by written notice given within five (5) days (“Title Notice Period”) following such notice that Seller agrees to cure any such exception(s) prior to the Closing Date.

  • If Seller does not elect to cure any such exception(s) by written notification within the Title Notice Period, or if Seller elects to cure any such exception(s) identified in the Title Deficiency Notice and does not cure within a commercially reasonable period, Buyer shall have the right to bring an indemnification claim pursuant to the terms of Section 11 of this Agreement in the event that Buyer is damaged as a result of Seller’s failure to cure such exception(s).

  • If Seller elects to cure such exceptions identified in the Title Deficiency Notice and does not cure within a commercially reasonable period, Buyer shall have the right to terminate this Agreement pursuant to Section 9.2(e) by notifying Seller in writing.

  • Any Title Deficiency Notice shall include Purchaser's good faith determination based on customary industry standards of the dollar value of such Title Deficiency, which value shall be determined based upon the relative change in the Maximum Title Deficiency Amount of such Property (each, a "Title Deficiency Amount").

  • Each Preferential Right of purchase requiring the procurement of a waiver from a third party prior to disposition of any of the Assets constitutes a Title Deficiency for the purpose of clause 3.02 until the right is waived by the holder of it, it lapses or it is extinguished in any way except by exercise.


More Definitions of Title Deficiency

Title Deficiency means a defect, deficiency or discrepancy, other than Permitted Encumbrances or as specifically disclosed in Schedule "A", in or affecting the title of the Vendor in and to any portion of the Assets, which is sufficiently material and adverse to the enforcement of title, use or ownership of the Assets subject thereto that it would not be acceptable to a knowledgeable, prudent purchaser buying similar oil and gas properties, acting reasonably.
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Related to Title Deficiency

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Immaterial Title Deficiencies means minor defects or deficiencies in title which do not diminish more than 2% of the aggregate value of the Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base.

  • Borrowing Base Deficiency means, as of any date of determination, the positive amount, if any, by which (i) the aggregate Loans Outstanding exceeds (ii) the Borrowing Base.

  • Performing Note Deficiency means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes.

  • Title Defect Property has the meaning set forth in Section 6.2(a).

  • Collateral Deficiency Amount With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of an Outside Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29) shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.

  • Title Defect means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Operating Deficit means, for the applicable period, insufficient funds to pay operating costs when Cash Expenses exceed Cash Receipts, as determined by the Accountant and approved by the Special Limited Partner.

  • Gas Supply Deficiency means any occurrence relating to Seller's gas supply which causes Seller to deliver less than the total requirements of its system, including failures of suppliers to deliver gas for any reason, requirement of gas for system storage, conservation of gas for future delivery, or any other occurrence which is not enumerated herein which affects Seller's gas supply.

  • Accumulated Funding Deficiency has the meaning ascribed to that term in Section 302 of ERISA.

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the Department of Defense to rely upon information produced by the system that is needed for management purposes.

  • Spread Account Deficiency means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Net Proceeds Deficiency shall have the meaning set forth in Section 6.4(b)(vi) hereof.

  • Overcollateralization Deficiency For any Distribution Date will be equal to the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates resulting from the payment of the Principal Payment Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.

  • Class B Deficiency Amount is defined in Section 4.1(b).

  • Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.

  • Title Benefit Amount has the meaning set forth in Section 6.2(d).

  • Principal Deficiency Amount For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Class C Deficiency Amount is defined in Section 4.1(c).