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 means: (a) the existence of an uncured Title Defect; and/or (b) any other non-satisfaction of the Title Requirements. “Title Deficiency Notice” means a written notice from Buyer to Seller which clearly shows an intent to give notice under this Section and which sufficiently describes such Title Deficiency (and the evidence thereof) to enable Seller to cure such Title Deficiency. If Xxxxx gives a Title Deficiency Notice, Seller shall have the right to cure such Title Deficiency at any time before the later of: (i) 60 days from the effective date of the Title Deficiency Notice; or (ii) the effective date of a termination notice from Buyer under Section 16 below. A Title Deficiency shall be deemed cured if the Closing Agent and/or Seller provides commercially reasonable evidence and/or assurance that such Title Defect has been or will be removed and/or released prior to or in connection with the Closing.
Sample 1

Examples of Title Deficiency in a sentence

  • If Purchaser discovers any Title Deficiency Amounts and/or Property Condition Deficiency Amounts as determined in Section 2.5 and Section 2.6 above (the total Title Deficiency Amounts plus the total Property Condition Amounts being herein the "Total Deficiency Amount", then Purchaser, at its election, may give written notice to Sellers not later than 5:00 p.m. (Central Time) on May 7, 2010 (the "Deficiency Notice").

  • The Defect Expert shall be required to adopt a value (the "Determined Amount") that is no greater than the Title Deficiency Amount or the Property Condition Deficiency Amount (as applicable) and no less than the Sellers' Estimate for each Disputed Item, and such decision, made in writing and signed by the Defect Expert, shall determine such dispute.

  • 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").

  • Furthermore, in the event of any Title Deficiency described in clause (iv) above, the value of any such Title Deficiency shall be the Maximum Title Deficiency Amount of the Property subject to such purchase or consent right except for the Xxxxxxxx Properties.

  • 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 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”).

  • Sellers shall attempt to cure the Title Deficiency or Property Condition Deficiency identified in the Cure Notice prior to Closing.

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

  • Within seven (7) business days after the date of the Dispute Notice, Sellers shall deliver a more detailed written notice (the "Dispute Explanation"), which shall specifically identify all disputed Title Deficiency Amounts or Property Condition Deficiency Amounts (each, a "Disputed Item") and shall include the Sellers' good faith estimate of the value of each Disputed Item (each, a "Sellers' Estimate").

  • Neither Party will have any further duties, obligations or liability to the other under this Agreement regarding the documented evidence of Marketable Title Deficiency.


More Definitions of Title Deficiency

Title Deficiency has the meaning set forth in Section 8.12(b).
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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.

  • Advance Deficiency As defined in Section 4.01(b).

  • 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.

  • Subordination Deficiency With respect to any Distribution Date, the excess, if any, of (a) the Specified Subordinated Amount applicable to such Distribution Date over (b) the Subordinated Amount applicable to such Distribution Date.

  • Borrowing Base Deficiency means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.

  • 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 as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having 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 that, at the end of the fiscal year, the unassigned fund balance in the General Fund is less than zero.

  • Gas Supply Deficiency means any occurrence relating to Sellers 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 Sellers 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).

  • Reserve Account Deficiency shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(b) of the Sale and Servicing Agreement.

  • 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).