Common use of Remedies for Title Defects Clause in Contracts

Remedies for Title Defects. Subject to SM’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 Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a) is not waived in writing by Mitsui or cured on or before the day before Closing (the “Defect Remedy Date”), the Parties shall mutually elect, subject to Section 4.2(c), to: (i) reduce the Carried Cost Obligation by an amount determined pursuant to Section 4.2(g) or Section 4.2(j) as being the value of such Title Defect; or (ii) have SM indemnify Mitsui against all Liability resulting from such Title Defect with respect to the Conveyed Interests pursuant to an indemnity agreement substantially in the form of Exhibit K to the Agreement; provided that, in each case of alternative (i) or (ii) above, the Title Defect Property shall be conveyed to Mitsui at Closing. In the event that the Parties do not agree in writing by the Defect Remedy Date on an election of alternative (i) or (ii) above with respect to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a), they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment to the Carried Cost Obligation shall be implemented until the dispute is resolved pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date).

Remedies for Title Defects. Subject to SMQuicksilver’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and thereto, in the event that any Title Defect timely asserted by BreitBurn in accordance with this Section 6.12 is not waived in writing by BreitBurn or cured on or before Closing, Quicksilver shall, at its sole option, elect to either: (i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a) is not waived in writing by Mitsui or cured on or before the day before Closing (the “Defect Remedy Date”), the Parties shall mutually elect, subject to Section 4.2(c), to: (i) reduce the Carried Cost Obligation Initial Consideration by an amount determined pursuant to Section 4.2(gSections 6.12(f), 6.12(h) or Section 4.2(jand 6.12(i) as being the value of such Title DefectDefect (the “Title Defect Amount”); or (ii) have SM indemnify Mitsui against all Liability resulting from retain the entirety of the Title Defect Property that is subject to such Title Defect with respect in which event the Initial Consideration shall be reduced by an amount equal to the Conveyed Interests pursuant to Preliminary Allocated Value of such Title Defect Property; or (iii) provide BreitBurn with an indemnity agreement substantially (the terms of such indemnity to be reasonably satisfactory to BreitBurn) for such Title Defect under the Title Indemnity Agreement (but in no case shall Quicksilver’s liability with regard thereto exceed the form of Exhibit K to Preliminary Allocated Value for the Agreement; provided thatapplicable Title Defect Property), in each which case of alternative (i) or (ii) above, the Title Defect Property shall be conveyed sold to Mitsui BreitBurn at Closing. In the event that the Parties do not agree in writing by the Defect Remedy Date on an election of alternative (i) or (ii) above Closing with respect to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a), they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment to the Carried Cost Obligation shall be implemented until the dispute is resolved Initial Consideration; or (iv) if applicable, terminate this Agreement pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date8.1(c).

Remedies for Title Defects. Subject to SMSeller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and rights of the Aggregate DeductibleParties pursuant to Section 14.1(c), in the event that any Title Defect properly timely asserted by Mitsui Buyer in accordance with Section 4.2(a11.2(a) is not waived in writing by Mitsui Buyer or cured on or before the day before Closing (the “Defect Remedy Date”)Closing, the Parties shall mutually electthen, subject to Section 4.2(c)the Individual Title Defect Threshold and the Title Deductible, Seller shall, at its sole option, elect to: (i) reduce the Carried Cost Obligation Purchase Price by an amount the Title Defect Amount determined pursuant to Section 4.2(g11.2(g) or Section 4.2(j) as being the value of such Title Defect; or11.2(j); (ii) have SM subject to Buyer’s agreement to accept such indemnification, indemnify Mitsui Buyer against all Liability resulting from such Title Defect with respect to the Conveyed Interests Assets pursuant to an indemnity agreement (the “Title Indemnity Agreement”) substantially in the form of Exhibit K to I; (iii) retain the Agreement; provided that, in each case entirety of alternative (i) or (ii) above, the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be conveyed reduced by an amount equal to Mitsui at Closing. In the event that the Parties do not agree in writing by the Defect Remedy Date on an election Allocated Value of alternative (i) or (ii) above with respect to any such Title Defect properly asserted by Mitsui in accordance with Section 4.2(a)Property and such associated Assets; or (iv) if applicable, they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment to the Carried Cost Obligation shall be implemented until the dispute is resolved terminate this Agreement pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date14.1(c).

Remedies for Title Defects. Subject to SMSeller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and rights of the Aggregate DeductibleParties pursuant to Section 14.1(c), in the event that any Title Defect properly timely asserted by Mitsui Buyer in accordance with Section 4.2(a11.2(a) is not waived in writing by Mitsui Buyer or cured on or before the day before Closing (the “Defect Remedy Date”)Closing, the Parties shall mutually electthen, subject to Section 4.2(c)the Individual Title Defect Threshold and the Defect Deductible, Seller shall, at its sole option, elect to: (i) reduce the Carried Cost Obligation Purchase Price by an amount the Title Defect Amount determined pursuant to Section 4.2(g11.2(g) or Section 4.2(j) as being the value of such Title Defect; or11.2(j); (ii) have SM indemnify Mitsui Buyer against all Liability resulting from such Title Defect with respect to the Conveyed Interests Assets pursuant to an indemnity agreement (the “Title Indemnity Agreement”) substantially in the form of Exhibit K to I; (iii) retain the Agreement; provided that, in each case entirety of alternative (i) or (ii) above, the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be conveyed reduced by an amount equal to Mitsui at Closing. In the event that Allocated Value of such Title Defect Property and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 14.1(c); provided, however, in each instance Seller may elect the Parties do not agree options set forth in writing by the Defect Remedy Date on an election of alternative clauses (iii) or (iiiii) above with respect only to the extent Buyer consents in writing after the date hereof to be bound by and subject to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(asuch option (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer), they . Seller shall be deemed to have elected alternative (i)elected, provided that if in all cases, the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment option set forth in Section 11.2(d)(i) except to the Carried Cost Obligation shall extent that (A) Buyer consents in writing to be implemented until bound by and subject to the dispute options set forth in clauses (ii) or (iii) above and Seller also elects such option or (B) Seller is resolved pursuant to permitted to, and elects to, terminate this Agreement under Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date14.1(c).

Remedies for Title Defects. Subject to SMSeller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 11.1(e), in the event that any Title Defect timely asserted by Buyer in accordance with Section 3.3(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to: (i) subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a) is not waived in writing by Mitsui or cured on or before the day before Closing (the “Defect Remedy Date”), the Parties shall mutually elect, subject to Section 4.2(c), to: (i) reduce the Carried Cost Obligation Purchase Price by an amount (“Title Defect Amount”) determined pursuant to Section 4.2(g3.3(g) or Section 4.2(j3.3(j) as being the value of such Title Defect; or; (ii) have SM indemnify Mitsui Buyer against all Liability resulting from such Title Defect with respect to the Conveyed Interests pursuant to an indemnity agreement substantially (the “Title Indemnity Agreement”) in the form of attached hereto as Exhibit K to the Agreement; provided that, in each case of alternative F; (iiii) or (ii) above, convey the Title Defect Property shall be conveyed to Mitsui at Closing. In with a reduction in the event that the Parties do not agree in writing Purchase Price by the Defect Remedy Date on an election of alternative (i) or (ii) above with respect to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a), they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted and cure the Title Defect within 90 Days after Closing in which case Buyer shall pay to Seller the Title Defect Amount; (iv) retain the entirety of the Title Defect Property that is subject to such Title Defect, together with respect thereto is disputedall associated Assets, no adjustment by conveying them to Seller or its designee, in which event the Purchase Price shall be reduced by an amount equal to the Carried Cost Obligation shall be implemented until the dispute is resolved Allocated Value of such Title Defect Property and such associated Assets; or (v) if applicable, terminate this Agreement pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date11.1(e).

Remedies for Title Defects. Subject (i) If, prior to SMClosing, Atlas and Representative are in agreement with respect to any Title Defect timely and properly asserted by Atlas in accordance with Section 8.2(a), then Atlas and Representative may agree in writing prior to the Closing to reduce the Merger Consideration at the Closing by including the agreed to Title Defect Amount (subject to the Individual Title Defect Threshold and the Aggregate Deductible) with respect to such Title Defect in the Closing Title Defect Amount. (ii) For all other Title Defects not resolved pursuant to Section 8.2(c)(i), then, subject to Representative’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted by Atlas and subject to Section 8.2(g), in the event that any Title Defect timely and properly asserted by Atlas in accordance with respect thereto and Section 8.2(a) is not waived in writing by Atlas, Representative shall, after Closing, at its sole discretion, elect to: (A) subject to the Individual Title Defect Threshold and the Aggregate Deductible, in the event that any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a) is not waived in writing by Mitsui or cured on or before the day before Closing (the “Defect Remedy Date”), the Parties shall mutually elect, subject to Section 4.2(c), to: (i) reduce the Carried Cost Obligation Merger Consideration by instructing the Escrow Agent to release to Atlas a number of the then remaining Title Dispute Escrow Units held in escrow under the Escrow Agreement equal to (A) an amount determined pursuant to Section 4.2(gSections 8.2(e) or Section 4.2(jand (g) as being the value of such Title DefectDefect Amount divided by (B) the Execution Date Unit Price; or (iiB) have SM indemnify Mitsui against all Liability resulting from such Title Defect with respect attempt to the Conveyed Interests pursuant to an indemnity agreement substantially cure (in the form of Exhibit K to the Agreement; provided that, whole or in each case of alternative (ipart) or (ii) above, the Title Defect Property shall be conveyed to Mitsui at Closing. In the event that the Parties do not agree in writing by the Defect Remedy Date on an election of alternative (i) or (ii) above with respect to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(a), they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment to the Carried Cost Obligation shall be implemented until the dispute is resolved pursuant to Section 4.2(j8.2(b); provided, however, that to the extent any of the foregoing Title Defects is not cured by the expiration of the Cure Period, clause (ii)(A) (but in this suspension of any adjustment Section 8.2(c) shall not extend the Defect Remedy Date)apply to such Title Defects.

Remedies for Title Defects. Subject to SM’s Seller's continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and rights of the Aggregate Deductibleparties pursuant to Article 15.1(d), in the event that any Title Defect properly timely asserted by Mitsui Buyer in accordance with Section 4.2(aArticle 12.2(a) is not waived in writing by Mitsui Buyer or cured on or before the day before Closing (the “Defect Remedy Title Claim Date”), the Parties shall mutually electSeller shall, subject to Section 4.2(c)at its sole option, elect to: (i) Subject to the Individual Title Defect Threshold, reduce the Carried Cost Obligation Purchase Price by an amount ("Title Defect Amount") determined pursuant to Section 4.2(gArticle 12.2(g) or Section 4.2(j12.2(j) as being the value of such Title Defect; or; (ii) have SM indemnify Mitsui Buyer against all Liability resulting from such Title Defect with respect to the Conveyed Interests pursuant to an indemnity agreement substantially (the "Title Indemnity Agreement") in the form attached hereto as Exhibit C; (iii) retain the entirety of Exhibit K to the Agreement; provided that, in each case of alternative (i) or (ii) above, the Title Defect Property that is subject to such Title Defect (or accept a reassignment of such property), together with all associated Assets, in which event the Purchase Price shall be conveyed reduced by an amount equal to Mitsui at Closing. In the event that the Parties do not agree in writing by the Defect Remedy Date on an election Allocated Value of alternative (i) or (ii) above with respect to any such Title Defect properly asserted by Mitsui in accordance with Section 4.2(a)Property and such associated Assets; or (iv) if applicable, they shall be deemed to have elected alternative (i), provided that if the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment to the Carried Cost Obligation shall be implemented until the dispute is resolved terminate this Agreement pursuant to Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy DateArticle 15.1(d).

Remedies for Title Defects. Subject to SMSeller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and rights of the Aggregate DeductibleParties pursuant to Section 14.1(c), in the event that any Title Defect properly timely asserted by Mitsui Buyer in accordance with Section 4.2(a) 11.2 is not waived in writing by Mitsui Buyer or cured on or before the day before Closing (the “Defect Remedy Date”)to Buyer’s reasonable satisfaction, the Parties shall mutually electthen, subject to Section 4.2(c)the Defect Deductible, Seller shall, at its sole option, elect to: (i) reduce the Carried Cost Obligation Purchase Price by an amount the Title Defect Amount determined pursuant to Section 4.2(g11.2(e) or Section 4.2(j11.3; (ii) as being if the value Title Defect Amount applicable to Title Defect equals or exceeds the Allocated Value of the applicable Title Defect Property, retain the entirety of the Title Defect Property that is 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 Allocated Value of such Title DefectDefect Property and such associated Assets; or (iiiii) have SM indemnify Mitsui against all Liability resulting from such Title Defect with respect to the Conveyed Interests if applicable, terminate this Agreement pursuant to an indemnity agreement substantially in the form of Exhibit K to the AgreementSection 14.1(c); provided thatprovided, however, in each case of alternative (i) or (ii) above, instance Seller may elect the Title Defect Property shall be conveyed to Mitsui at Closing. In the event that the Parties do not agree options set forth in writing by the Defect Remedy Date on an election of alternative (i) or clause (ii) above only to the extent Buyer consents in writing after the Execution Date to be bound by and subject to such option with respect to any such Title Defect properly asserted by Mitsui in accordance with Section 4.2(aProperty (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer), they . Seller shall be deemed to have elected alternative (i)elected, provided that if in all cases, the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment option set forth in Section 11.2(c)(i) except to the Carried Cost Obligation shall extent that (A) Buyer consents in writing to be implemented until bound by and subject to the dispute option set forth in clause (ii) above and Seller also elects such option or (B) Seller is resolved pursuant to permitted to, and elects to, terminate this Agreement under Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date14.1(c).

Remedies for Title Defects. Subject to SMSeller’s continuing right to dispute the existence of a Title Defect or and/or the Title Defect Amount asserted with respect thereto and subject to the Individual Title Defect Threshold and rights of the Aggregate DeductibleParties pursuant to Section 14.1(c), in the event that any Title Defect properly timely asserted by Mitsui Buyer in accordance with Section 4.2(a11.2(a) is not waived in writing by Mitsui Buyer or cured on or before the day before Closing (the “Defect Remedy Date”)Closing, the Parties shall mutually electthen, subject to Section 4.2(c)the Individual Title Defect Threshold and the Defect Deductible, Seller shall, at its sole option, elect to: (i) reduce the Carried Cost Obligation Purchase Price by an amount the Title Defect Amount determined pursuant to Section 4.2(g11.2(g) or Section 4.2(j) as being the value of such Title Defect; or11.2(j); (ii) have SM indemnify Mitsui Buyer against all Liability resulting from such Title Defect with respect to the Conveyed Interests Assets pursuant to an indemnity agreement (the “Title Indemnity Agreement”) substantially in the form of Exhibit K to I; (iii) retain the Agreement; provided that, in each case entirety of alternative (i) or (ii) above, the Title Defect Property that is subject to such Title Defect, together with all associated Assets, in which event the Purchase Price shall be conveyed reduced by an amount equal to Mitsui at Closing. In the event that Allocated Value of such Title Defect Property and such associated Assets; or (iv) if applicable, terminate this Agreement pursuant to Section 14.1(c); provided, however, in each instance Seller may elect the Parties do not agree options set forth in writing by the Defect Remedy Date on an election of alternative clauses (iii) or (iiiii) above with respect only to the extent Buyer consents in writing after the date hereof to be bound by and subject to any Title Defect properly asserted by Mitsui in accordance with Section 4.2(asuch option (such consent to be exercised, withheld, conditioned or delayed at the sole discretion of Buyer), they . Seller shall be deemed to have elected alternative (i)elected, provided that if in all cases, the existence of a Title Defect or the Title Defect Amount asserted with respect thereto is disputed, no adjustment option set forth in Section 11.2(d)(i) except to the Carried Cost Obligation shall extent that (A) Buyer consents in writing to be implemented until bound by and subject to the dispute options set forth in clauses (ii) or (iii) above and Seller also elects such option or (B) Seller is resolved pursuant to permitted to, and elects to, terminate this Agreement under Section 4.2(j) (but this suspension of any adjustment shall not extend the Defect Remedy Date14.1(c).