Common use of Remedies for Title Defects Clause in Contracts

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to Seller.

Remedies for Title Defects. Subject to Seller's ’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect theretotherefor pursuant to Section 4.11, in Seller shall have the option, but not the obligation, to attempt to cure, or cause to be cured, any Title Defect prior to Closing. In the event that any Title Defect timely asserted by Buyer is not cured on or before Closing and Seller elects not to cure post-Closing in accordance with Section 4.2(c4.15, the following shall apply: (a) actually exists subject to the Defect Threshold, the Defect Deductible and is not waived all other provisions set forth in Section 4.09, the Purchase Price shall be reduced by Buyer or cured on or before Closing, Seller shall convey the Title Defect Amount, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Title Defect Property shall be assigned to Buyer at Closing with a reduction subject to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction Defect and Buyer shall pay to Seller the Purchase Price contemplated by as so adjusted; or (b) where the foregoing sentence shall equal Parties do not mutually agree upon the amount existence of the aggregate Title Defect Amounts for all such or the Title Defects as determined pursuant to Section 4.2(g)Defect Amount, subject to the Individual Title Threshold and the Aggregate Deductible dispute resolution procedures set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated4.11, the “Parties shall proceed to Closing, in which event each Title Defect Adjustment”). Seller Property shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which be assigned to attempt Buyer subject to cure any such Title Defects Defect, and the Purchase Price shall be reduced by Buyer’s good faith estimate of the applicable Title Defect Amount, subject to adjustment following Closing based upon the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate determination made in accordance with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to SellerSection 4.11.

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence Upon timely delivery of a Title Defect or Notice, Purchaser and Seller shall meet and use commercially reasonable efforts to agree on the validity of such Title Defect and, if valid, the Title Defect Amount Value thereof. Subject to Section 5.3(e), if Purchaser and Seller agree prior to the Closing on the Title Defect Value and Seller does not cure such Title Defect prior to Closing, then the Asset affected by such Title Defect shall, at Seller’s election, either (i) be conveyed by Seller to Purchaser at Closing and the Purchase Price shall be adjusted by the Qualified Title Defect Value, (ii) be excluded from the transactions contemplated hereby, in which event the Purchase Price shall be reduced by the Allocated Value thereof, or (iii) be the subject of Seller’s further attempts to cure in accordance with Section 5.5. If, prior to Closing, Purchaser and Seller have not agreed on the validity of one or more Title Defects asserted in accordance with respect theretothis Article V or on the Title Defect Value(s) thereof or on whether one or more Title Defects has been cured to the reasonable satisfaction of Purchaser prior to Closing, then the Parties shall submit such Title Defect to arbitration pursuant to the provisions of Section 5.8. If Seller elects to attempt to cure one or more Title Defects then Seller may, upon notice to Purchaser, delay the Closing Date for a period of up to twenty (20) Business Days in the event that any Title Defect timely asserted by Buyer Seller believes in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, good faith that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to it can cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure Defect within such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to Sellerextended period.

Remedies for Title Defects. Subject to Seller's ’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect theretothereto and subject to the rights of the Parties pursuant to Section 3.15, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and 3.6 is not waived by Buyer or is not cured on or before Closing, Seller shall convey the Title Defect Property to Buyer shall, at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing its sole option (except as otherwise provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), elect to: (a) subject to the Individual Title Defect Threshold and the Aggregate Deductible set forth in Section 4.2(i)Defect Deductible, less reduce the Base Purchase Price by an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure PeriodAmount”) in which determined pursuant to attempt to cure any Section 3.12 as being the value of such Title Defects subject Defect; (b) upon the agreement of Buyer (provided that Buyer’s agreement shall not be necessary with respect to any Title Defect which constitutes a Title Defect solely due to section (d) in the continuing application definition of Title Defect and which has existed for more than ten years from the Individual Title Threshold and the Aggregate Deductible. Effective Time), indemnify Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any against all Claims resulting from such Title Defect pursuant to Buyer's reasonable satisfaction prior an indemnity agreement in a form reasonably agreeable to Seller and Buyer provided, under no circumstances shall Seller’s aggregate liability thereunder exceed the end of the Post-Closing Cure Period, then Allocated Value for the Title Defect Amount with respect to Property made the subject thereof; (c) retain the entirety of the Title Defect Property that is so cured shall promptly be paid by Buyer subject to Seller.such Title Defect, together with all associated Assets,

Remedies for Title Defects. Subject (a) With respect to Seller's continuing right to dispute the existence of a each Title Defect or the Title Defect Amount asserted with respect thereto, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before the Closing, Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Priceexcept as otherwise provided in this Section 3.05, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated shall be reduced by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate Title Defect Value, unless the Parties otherwise agree. (b) If any Title Defect is in the nature of all Title Benefit Amounts (as so calculatedan unobtained consent to assignment or other restriction on assignability, the “provisions of Section 3.07 shall apply. (c) If on or before the Closing the Parties have not agreed upon the validity of any asserted Title Defect Adjustment”). Seller or have not agreed on the Title Defect Value attributable thereto, either Party shall have one hundred twenty (120) days after the Closing Date (right to elect to have the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application validity of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Buyer's reasonable satisfaction prior to Section 16.03. If the end validity of the Post-Closing Cure Periodany asserted Title Defect, then or the Title Defect Amount with respect to Value attributable thereto, is not determined before the Closing, the Purchase Price paid at the Closing shall not be reduced by virtue of such disputed Title Defect or Title Defect Value, and upon the final resolution of such dispute the Title Defect that is so cured Value, if any, found to be attributable to such Title Defect shall, subject to this Section, be promptly refunded by Sellers to Buyer. (d) Notwithstanding anything to the contrary in this Agreement, (i) if the Title Defect Value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.08(a)) does not exceed $50,000, then no adjustment to the Purchase Price shall promptly be paid by Buyer to Seller.made for such Title Defect (or Title Benefit),

Remedies for Title Defects. Subject to Seller's ’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect theretotherefor pursuant to Section 4.11, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and 4.06 is not waived in writing by Buyer or cured during the Cure Period, Seller may, at its sole election for each Title Defect: (a) subject to Section 4.09, reduce the Purchase Price by an amount (the “Title Defect Amount”) agreed to by Seller and Buyer, or if Seller and Buyer are unable to agree on the amount of such Title Defect, an amount determined by the Consultant under Section 4.11, to the extent so agreed or before determined prior to Closing, in which event the Parties shall (subject to the other terms of this Agreement) proceed to Closing, each Title Defect Property shall be assigned to Buyer subject to such Title Defect and Buyer shall pay to Seller the Purchase Price as so adjusted, provided if at the Closing Date, Seller has not cured the Title Defect, but elects to cure such Title Defect during the Cure Period, the Parties shall convey instruct Escrow Agent to disburse the Escrow Amount to Seller in accordance with the provisions of Section 4.06; or (b) retain the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to and reduce the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate Allocated Value (or portion thereof allocable thereto) of all the Title Benefit Amounts (as so calculatedDefect Property, in which event such Title Defect Property shall become an Excluded Asset, the “Title Defect Adjustment”). Seller Parties shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application other terms of the Individual Title Threshold this Agreement) proceed to Closing, and the Aggregate Deductible. Buyer shall use reasonable efforts pay to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is Purchase Price as so cured shall promptly be paid by Buyer to Selleradjusted.

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in In the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall, at its sole election, elect one of the following by so notifying Buyer not later than two (2) business days prior to Closing: a. Subject to the specific limitations set forth in Section 4.7, indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect, but in an amount not to exceed the Allocated Value of the Asset that is subject to such Title Defect, in which event the parties shall convey proceed to Closing and the Asset that is subject to such Title Defect Property shall be conveyed by Seller to Buyer subject to such Title Defect, with no payment or settlement at Closing with as a result of such Title Defect and no reduction or adjustment to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction ; b. Subject to the Purchase Price contemplated by the foregoing sentence shall equal specific limitations set forth in Section 4.7, credit Buyer with the amount of the aggregate Actual Title Defect Amounts Value for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts Asset (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) , in which event the parties shall proceed to attempt to cure any such Title Defects Closing and the Asset that is subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect shall be conveyed by Seller to Buyer's reasonable satisfaction prior Buyer subject to such Title Defect and Buyer shall pay to Seller the Purchase Price as so adjusted; or c. Retain the Asset subject to such Title Defect and reduce the Purchase Price by an amount equal to the end Allocated Value of such Asset, in which event the Post-parties shall proceed to Closing Cure Period, then and the Asset that is subject to such Title Defect Amount with respect shall be retained by Seller and Buyer shall pay to Seller the Title Defect that is Purchase Price as so cured shall promptly be paid by Buyer to Selleradjusted.

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, in In the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall, at its sole election, elect one of the following by so notifying Buyer not later than two (2) business days prior to Closing: a. Subject to the specific limitations set forth in Section 4.7, indemnify Buyer against all liability, loss, cost and expense resulting from such Title Defect, but in an amount not to exceed the Allocated Value of the Asset that is subject to such Title Defect, in which event the parties shall convey proceed to Closing and the Asset that is subject to such Title Defect Property shall be conveyed by Seller to Buyer subject to such Title Defect, with no payment or settlement at Closing with as a result of such Title Defect and no reduction or adjustment to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction ; b. Subject to the Purchase Price contemplated by the foregoing sentence shall equal specific limitations set forth in Section 4.7, credit Buyer with the amount of the aggregate Actual Title Defect Amounts Value for all an Asset (the "Title Defect Adjustment"), in which event the parties shall proceed to Closing and the Asset that is subject to such Title Defects as determined pursuant Defect shall be conveyed by Seller to Section 4.2(g), Buyer subject to such Title Defect and Buyer shall pay to Seller the Individual Purchase Price as so adjusted; c. Retain the Asset subject to such Title Threshold Defect and reduce the Aggregate Deductible set forth in Section 4.2(i), less Purchase Price by an amount equal to the aggregate Allocated Value of all Title Benefit Amounts (as so calculatedsuch Asset, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which event the parties shall proceed to attempt to cure any such Title Defects Closing and the Asset that is subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect shall be retained by Seller and Buyer shall pay to Buyer's reasonable satisfaction prior to Seller the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is Purchase Price as so cured shall promptly be paid by Buyer to Selleradjusted.

Remedies for Title Defects. Subject Seller shall have the option, but not the obligation, to Seller's continuing right attempt to dispute the existence of a cure any Title Defect or prior to ten (10) days after the end of the Title Examination Period (the "Title Defect Amount asserted with respect thereto, in Cure Deadline"). In the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which to attempt to cure any such Title Defects subject to the continuing application of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then on or before the Title Defect Amount with respect Cure Deadline, Seller shall, at its sole election, for each Title Defect, either: (a) indemnify Buyer against all Liabilities resulting from such Title Defect (in an amount not to exceed the Purchase Price) pursuant to a form of Title Indemnity Agreement mutually agreeable by the Parties (a "Title Indemnity Agreement"); or (b) subject to Section 4.05, reduce the Purchase Price by an amount (the "Title Defect Amount") determined pursuant to Section 4.06, in which event and subject to the other terms of this Agreement, the Parties shall proceed to Closing, the Asset shall be conveyed by Seller to Buyer subject to such Title Defect that and Buyer shall pay to Seller the Purchase Price as so adjusted. In addition to the foregoing remedies, if the sum of all Title Defect Amounts, Environmental Defect Amounts and Casualty Losses determined prior to Closing is so cured equal to or exceeds 5% of the Purchase Price, then either Party shall promptly be paid by Buyer have the right to Sellerterminate this Agreement.

Remedies for Title Defects. Subject to Seller's ’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount asserted with respect thereto, and subject to the Individual Title Threshold and Aggregate Defect Deductible, in the event that any Title Defect timely asserted by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall elect, in its sole discretion, one of the following: (1) convey the Title Defect Property to Buyer at Closing with a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate Title Defect Values (the aggregate amount of all Title Benefit Amounts (as so calculatedsuch reductions to the Purchase Price, the “Title Defect Adjustment”). Seller shall have one hundred twenty (120) days after , and retain the Closing Date (the “Post-Closing Cure Period”) in which to attempt right to cure any such the Title Defects subject Defect after Closing; (2) provided that Seller obtains the written consent of Buyer (which consent shall be given in Buyer’s sole discretion), convey the Title Defect Property to Buyer at Closing, without adjustment to the continuing application of the Individual Title Threshold Purchase Price, and the Aggregate Deductible. indemnify Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any against all liability, loss, cost and expense resulting from such Title Defect pursuant to Buyer's reasonable satisfaction prior a mutually agreed indemnity agreement; or (3) retain the entirety of the Leases or ▇▇▇▇▇ subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be reduced by an amount equal to the end Allocated Value of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to Sellersuch property and such associated Assets.

Remedies for Title Defects. Subject to Seller's continuing right to dispute the existence of a For any Title Defect or properly and timely asserted by Buyer, Seller shall either (i) cure the Title Defect Amount asserted with respect theretobefore Closing to Buyer’s reasonable satisfaction, in or (ii) reduce the event that any Title Defect timely asserted Purchase Price by Buyer in accordance with Section 4.2(c) actually exists and is not waived by Buyer or cured on or before Closing, Seller shall convey the calculated value of the Title Defect Property to Buyer at Closing with (a reduction to the Purchase Price, provided, however, that Seller shall retain the right to cure such Title Defects after Closing as provided below. The reduction to the Purchase Price contemplated by the foregoing sentence shall equal the amount of the aggregate Title Defect Amounts for all such Title Defects as determined pursuant to Section 4.2(g), subject to the Individual Title Threshold and the Aggregate Deductible set forth in Section 4.2(i), less an amount equal to the aggregate of all Title Benefit Amounts (as so calculated, the “Title Defect Adjustment”); provided that, other than pursuant to Section 9(d)(iv) below, if the Title Defect Adjustment for any Title Defect Property exceeds 50% of the value allocated to such Asset, such allocated value to be obtained by multiplying the number of net acres comprising such Asset by the price per net acre set forth on Annex I (the “Allocated Value”), Buyer may elect to remove the affected Asset from the transaction contemplated herein and the Purchase Price shall be reduced by the Allocated Value thereof. If any Title Defect Property is so removed, Seller shall have one hundred twenty (120) days after the Closing Date (the “Post-Closing Cure Period”) in which option to attempt to cure any such Title Defects subject Defect within sixty (60) days after Closing, and in the event the defect is cured to Buyer’s reasonable satisfaction within the continuing application said sixty (60) day period, the relevant Asset shall be assigned to Buyer via an instrument in the form attached as Exhibit E or Exhibit F, as applicable, and Buyer shall pay to Seller the Allocated Value of the Individual Title Threshold and the Aggregate Deductible. Buyer shall use reasonable efforts to cooperate with Seller's efforts to cure such Title Defects. If Seller cures any such Title Defect to Buyer's reasonable satisfaction prior to the end of the Post-Closing Cure Period, then the Title Defect Amount with respect to the Title Defect that is so cured shall promptly be paid by Buyer to SellerAsset.