Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. In order to make a claim for a Title Defect pursuant to this Article 5, Purchaser must notify Sellers of such Title Defect on or before the expiration of the Examination Period. To be effective, such notice must (a) be in writing, (b) include a description of the Title Defect, (c) identify the specific Asset or Assets affected by such Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, and (f) include the value of such Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(e) and the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any matters that may otherwise constitute Title Defects, but of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, shall be deemed to have been waived by Purchaser.

Notice of Title Defects. In order to make a claim for a If Buyer discovers any Title Defect pursuant to this Article 5Defect, Purchaser must Buyer shall promptly notify Sellers of such Title Defect Seller thereof on or before prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga description of each alleged Title Defect, (b) include a description of the Asset or portion thereof affected thereby (each “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, and (f) include the value of such Title Defect as determined by Purchaser; providedProperty (which shall be the Allocated Value thereof), however(d) documentation sufficient to reasonably support such asserted Title Defect, an alleged failure to comply with subsections and (ae) through (f) shall not cause such notice the amount which Buyer reasonably believes to be invalid or the Title Defect Amount resulting from such alleged Title Defect and the computations and information upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing any Title Defect Defects, Buyer agrees to be waived in any respect if use reasonable efforts to give Seller, each Monday following the defect notice is reasonably sufficient execution of this Agreement but prior to provide notice to Sellers the expiration of the existence and general nature Title Examination Period, written notice of all Title Defects (as well as any claims that would be claims under the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers Special Warranty set forth in Section 5.5(e4.02) discovered by Buyer during the previous week, which notice may be preliminary in nature and supplemented prior to expiration of the Conveyance, or the indemnifications of Sellers in Article 14 Title Examination Period. Subject to Buyer’s rights with respect theretoto any breach by Seller of Section 7.03, and without Buyer’s rights under Seller’s Special Warranty, any matters that may otherwise constitute Title Defects, Defects but that are not specifically disclosed to Seller pursuant to a Title Defect Notice delivered to Seller prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes.

Notice of Title Defects. In order Buyer shall provide Seller notice of all Title Defects no later than 5:00 p.m. MST on the date which is seven (7) days prior to make a claim for a the Closing Date (the “Title Defect pursuant to this Article 5, Purchaser must notify Sellers of such Title Defect on or before the expiration of the Examination PeriodClaim Date”). To be effective, such notice must (a) be in writing, (b) include a description of be received by Seller on or prior to the Title DefectClaim Date, (c) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (de) attach such supporting documentation include the Title Defect Value, as is reasonably determined by Buyer in the possession of Purchasergood faith, and (f) include comply with the value of such limitations and Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers Value qualifications set forth in Section 5.5(e) and 4.14. Any matters identified by Buyer during the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any matters Examination Period that may otherwise constitute Title Defects, but of which Sellers have Seller has not been specifically notified by Purchaser Buyer in accordance with the foregoing, shall be deemed to have been waived by PurchaserBuyer for all purposes and shall constitute Permitted Encumbrances and Assumed Obligations hereunder. Upon receipt of notices of Title Defects, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending ninety (90) days after the Closing to cure such defect. If Seller should not elect to cure a Title Defect, and no aspect of such defect is reasonably in dispute, the Purchase Price shall be adjusted for such defect by the amount of the Title Defect Value.

Notice of Title Defects. In order to make To assert a claim for a Title Defect pursuant to this Article 5Defect, Purchaser Buyer must notify Sellers of such Title Defect on or before Seller thereof prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach such supporting documentation as is in the possession of Purchaserinformation upon which the Title Defect(s) are based, and (fe) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Buyer’s belief is based. Upon request, or the indemnifications of Sellers in Article 14 Buyer must provide reasonable supporting documentation for any Title Defect. Subject to Buyer’s rights with respect theretoto any breach by Seller of Section 7.03 and Buyer’s rights under Section 4.08, any matters that may otherwise constitute Title Defects, Defects but that are not specifically disclosed to Seller pursuant to a Title Defect Notice delivered to Seller prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, except as may otherwise be a breach of Seller’s representations and warranties in Section 6.01 and other than Seller’s special warranty of title provided in the assignments delivered at Closing, which will not be affected or diminished by this waiver.

Notice of Title Defects. In order to make To assert a claim for a Title Defect pursuant to this Article 5Defect, Purchaser Buyer must notify Sellers of such Title Defect on or before the Seller Representative thereof prior to the expiration of the Title Examination Period. To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach the information upon which the Title Defect(s) are based, (e) Buyer’s requirement(s) to cure such supporting documentation as is in the possession of PurchaserTitle Defect(s), and (f) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Buyer’s belief is based. Upon request, or the indemnifications of Sellers in Article 14 Buyer must provide reasonable supporting documentation for any Title Defect. Subject to Buyer’s rights with respect theretoto any breach by a Seller of Section 7.03 and Buyer’s rights under Section 4.09, any matters that may otherwise constitute Title Defects, Defects (irrespective of the Title Defect Threshold) but that are not specifically disclosed to Sellers pursuant to a Title Defect Notice delivered to the Seller Representative prior to the expiration of which Sellers have not been specifically notified by Purchaser in accordance with the foregoing, Title Examination Period shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, (i) except as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01, (ii) other than a Seller’s special warranty of title provided in the assignments delivered at Closing, and (iii) except for Buyer’s rights in connection with Sellers’ indemnity obligations in Article XII, in each case, which will not be affected or diminished by this waiver.

Notice of Title Defects. In order to make a claim for a (a) If Buyer discovers any Title Defect pursuant affecting any Asset, Buyer shall notify Seller prior to this Article 55:00 p.m., Purchaser must notify Sellers local time in Houston, Texas, on April 22, 2010 (the “Defects Deadline”) of such alleged Title Defect on or before the expiration of the Examination PeriodDefect. To be effective, such notice (a “Defects Notice”) must (ai) be in writing, (bii) include a description of be received by Seller prior to the Defects Deadline, (iii) describe the Title Defect, (civ) to the extent applicable, identify the specific Asset or Assets affected by such Title Defect, (d) attach such supporting documentation as is in the possession of Purchaser, and (fv) include a good faith estimate of the value Defect Value (defined below) of such Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of the alleged Title DefectBuyer. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(e) and the Conveyance, or the indemnifications of Sellers in Article 14 with respect thereto, any Any matters that may otherwise constitute a Title DefectsDefect, but of which Sellers have Seller has not been specifically notified by Purchaser Buyer in accordance with the foregoing, shall be deemed to have been waived by PurchaserBuyer, except to the extent any unasserted Title Defect would constitute (A) a breach of the Seller’s special warranty of title contained in the Assignment, (B) a breach of any of Seller’s representations or warranties contained in this Agreement, or (C) a Retained Obligation (defined below). Except as otherwise provided herein, upon the receipt of any Defects Notice from Buyer, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect to Buyer’s reasonable satisfaction at any time prior to Closing.

Notice of Title Defects. In order Buyer shall have the right to make assert a claim for a Title Defect pursuant with respect to this Article 5the Assets by delivering a written notice to Sellers thereof (i) on or before January 25, Purchaser must notify Sellers of such 2013 at 6:00 p.m. Midland, Texas time (the “Claim Date”) or (ii) with respect to the Option Assets only and solely as to any Title Defect Defects that have arisen on or after the Initial Closing Date, on or before the expiration date that is ten (10) days following delivery of the Examination PeriodNotice of Intent to Exercise (the “Option Claim Date”). To be effective, such notice must (a “Title Defect Notice”) shall be in writing and shall include (a) be in writinga detailed description of the alleged Title Defect(s), (b) include the Assets affected thereby (each, a description of the “Title DefectDefect Property”), (c) identify the specific Asset or Assets affected by such value of each Title DefectDefect Property (which shall be the Allocated Value thereof), (d) attach such supporting documentation as is in the possession of Purchaserinformation upon which the Title Defect (s) are based, and (fe) include the value of such amount which Buyer reasonably believes to be the Title Defect as determined by Purchaser; provided, however, an alleged failure to comply with subsections (a) through (f) shall not cause such notice to be invalid or any Title Defect to be waived in any respect if the defect notice is reasonably sufficient to provide notice to Sellers of the existence and general nature of Amount for each Seller resulting from the alleged Title Defect. Without limiting the representations and warranties of Sellers set forth in Article 7 (or the certificates to be delivered by Sellers at Closing pursuant to Section 12.4(e)), the special warranties of Sellers set forth in Section 5.5(eDefect(s) and the Conveyancecomputations and information upon which Buyer’s belief is based. Upon request, or Buyer must provide reasonable supporting documentation for any Title Defect. Any Title Defect asserted by Buyer prior to the indemnifications of Sellers Claim Date shall be deemed to be asserted against both the Initial Assets and the Option Assets, unless otherwise provided in Article 14 the respective Title Defect Notice. Subject to Buyer’s rights with respect theretoto any breach by a Seller of Section 7.03 and Buyer’s rights under Section 4.07, any matters that may otherwise constitute Title Defects, Defects but of which that are not specifically disclosed to Sellers have not been specifically notified by Purchaser in accordance with pursuant to a Title Defect Notice delivered to Sellers prior to the foregoing, Claim Date shall be deemed to have been waived by PurchaserBuyer, on behalf of itself and its successors and assigns, for all purposes, except (x) as may otherwise be a breach of the representations and warranties of a Seller in Section 6.01, (y) for a Seller’s special warranty of title provided in the assignments delivered at the Initial Closing, and (z) for Title Defects with respect to the Option Assets that have arisen on or after the Initial Closing Date and are specifically disclosed to Sellers pursuant to a Title Defect Notice delivered to Sellers prior to the Option Claim Date, in each case, which will not be affected or diminished by this waiver.