Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. Subject to Article 9, no later than 5:00 p.m., C.D.T., on July 22, 2011 (the “ Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m., C.D.T., p.m. Central Time on July May 22, 2011 2006 (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.

Notice of Title Defects. Subject to Article 9, Buyer shall provide Seller notice of all Title Defects no later than 5:00 p.m., C.D.T., p.m. MST on July 22, 2011 the date which is seven (7) days prior to the Closing Date (the “ “Title Defect Notice Claim Date”). To be effective, except those constituting a breach of the special warranty of title provided such notice must (a) be in writing, (b) be received by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Claim Date, (c) describe the Title Defect Notice Date 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, (e) include the Title Defect Value, as reasonably determined by Buyer in good faith, and (f) comply with the limitations and Title Defect Value qualifications set forth in Section 4.14. Any matters identified by Buyer during the Examination Period that constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes except those constituting a breach 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 special warranty Title Defects, Title Defect Values and methods of title provided 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 Seller contained in the relevant Assignment and Xxxx amount of Salethe Title Defect Value.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m., C.D.T., p.m. Central Time on July May 22, 2011 2006 (the “ Title Defect Notice Date”"TITLE DEFECT NOTICE DATE"), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s 's title to the Assets not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.

Notice of Title Defects. Subject to Article 9, no later than 5:00 p.m., C.D.T., on July 22, 2011 (the “ Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer Xxxxx agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by BuyerXxxxx. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects that Seller does not have notice of on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale. Any defect or deficiency concerning Seller’s title to the Assets not asserted by Buyer prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx Bill of Sale.

Notice of Title Defects. Subject If Buyer elects to Article 9, no later than 5:00 p.m., C.D.T., on July 22, 2011 (seek an adjustment to the “ Purchase Price for any Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of SaleDefect, Buyer may provide Seller written notice must notify Majority Shareholder of any Title Defect along with a description Defects at any time from the date of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. Buyer's failure to deliver to Seller such notice this Agreement until on or before the Notice Date. Each notice of a Title Defect Notice Date shall must be deemed a waiver by Buyer of all in writing and must describe the alleged Title Defects that Seller does not have notice of on such date except those constituting a breach Defect, specify the Oil and Gas Property affected and set forth Buyer's assessment of the special warranty Title Defect Amount. Buyer shall use its Best Efforts to notify Majority Shareholder of title provided by Seller contained in the relevant Assignment and Xxxx of Sale. Any any defect or deficiency concerning Seller’s other irregularity in title as soon as practicable following discovery of any such defect. Buyer shall not be entitled to any adjustment to the Assets Purchase Price with respect to any Title Defect that has not asserted by Buyer been noticed in writing to the Majority Shareholder on or prior to the Notice Date. Notwithstanding the foregoing, (i) Buyer may deliver to Majority Shareholder no later than 30 days after the first anniversary of the Closing Date (the "Schedule 1.3 Notice Date") a list of all liens set forth on Schedule 1.3 that have not been discharged and released of record on or before the first anniversary of the Closing Date and such list shall constitute a timely notice of Title Defect under this Paragraph 2; provided, however, that Buyer shall have the right to deliver such list of non-discharged liens on or after the Schedule 1.3 Notice Date, but in such case the Settlement Date with respect to such liens shall be extended one day for each day after the Schedule 1.3 Notice Date that such list is delivered to Majority Shareholder; and (ii) with respect to any Title Defect timely noticed to Majority Shareholder pursuant to clause (i) of this sentence, Majority Shareholder shall, or shall be deemed waived by Buyer for all purposes except those constituting a breach cause STEN to make any payments due pursuant to Paragraph 4 hereof irrespective of whether the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saleaggregate Title Defect Amounts shall have exceeded $2.5 million.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m., C.D.T., on July 22, 2011 p.m. Central Time five (5) business days prior to the Closing Date (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing. , in a manner acceptable to Buyer's failure to deliver to Seller such notice on or before , in which case no reduction in the Title Defect Notice Date Purchase Price shall be deemed made. Subject to Buyer’s remedies for a waiver by Buyer breach of all Title Defects that Seller does not have notice of on such date except those constituting Seller’s obligations, or a breach of the special warranty of title provided by Seller contained set forth in the relevant Assignment and Xxxx of Sale. Any defect or deficiency concerning Seller’s title to the Assets Conveyances, any Title Defects not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of (which waived defects shall be deemed Permitted Encumbrances), the special warranty of title provided by Parties shall proceed with Closing, Seller contained in shall be under no obligation to correct such defects, and Buyer shall assume the relevant Assignment risks, Liability and Xxxx of Saleobligations associated with such defects.

Notice of Title Defects. Subject to Article 9, no No later than 5:00 p.m.p.m. Central Standard Time on Friday, C.D.T.February 15, on July 22, 2011 2008 (the “ “Title Defect Notice Date”), except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Sale, Buyer may provide Seller written notice of any Title Defect along with a description of those matters which, in Buyer's ’s reasonable opinion, constitute Title Defects and setting forth in reasonable detail Buyer's ’s calculation of the value for each Title Defect. Buyer agrees to provide Seller with notice of such Title Defects as soon as reasonably practicable following their discovery by Buyer. Seller may elect, at its sole cost and expense, but without obligation, to cure all or any portion of such Title Defects prior to Closing, in a manner acceptable to both Parties, in which case no reduction in the Purchase Price shall be made. Buyer's ’s failure to deliver to Seller such notice on or before the Title Defect Notice Date shall be deemed a waiver by Buyer of all Title Defects Defects, known or unknown, that Seller does not have notice of from Buyer on such date except those constituting a breach of the special warranty of title provided by Seller contained in the relevant Assignment and Xxxx of Saledate. Any defect or deficiency concerning Seller’s title to the Assets Scheduled Interests not asserted by Buyer on or prior to the Title Defect Notice Date shall be deemed waived by Buyer for all purposes except those constituting a breach of any adjustment to the special warranty Purchase Price, the Parties shall proceed with Closing, Seller shall be under no obligation to correct the defects, and Buyer shall assume the risks, liability and obligations associated with such defects. However, such waiver shall not effect or impair the warranties of title provided by Seller contained set forth in Section 8.5 or the relevant Assignment and Xxxx indemnity obligations of SaleSeller as set forth in Article 17.