Common use of Seller's Election to Cure Clause in Contracts

Seller's Election to Cure. If Seller elects to cure any Title Defect, Seller shall notify Buyer of such fact. If any such Title Defect is cured or removed prior to the Closing, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property at the Closing and Seller shall have no further liability to Buyer with respect to such Title Defect. If Seller elects to attempt to cure a Title Defect, but Seller is unable to cure such Title Defect prior to the Closing, Seller shall provide to Buyer written notice of such fact. At the Closing, Seller shall not deliver to Buyer an assignment of the Property affected by the asserted Title Defect, and the Allocated Value of the Property subject to the asserted Title Defect shall be withheld from the Adjusted Purchase Price paid at Closing. Seller shall have sixty (60) days after the Closing to cure or remove all such Title Defects. With respect to those Title Defects cured or removed to the reasonable satisfaction of Buyer or as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day period, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If, at the expiration of such sixty (60) day period, there remain any Title Defects that have not been cured or removed to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property from the transactions contemplated in this Agreement and retain the previously withheld portion of the Purchase Price related to such Property, free and clear of any claim by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this Agreement.

Seller's Election to Cure. Seller shall have the right to elect, at any time prior to or after Closing within the 120 day cure period specified below at Seller's cost, risk and expense, to attempt to cure any asserted Defect to the reasonable satisfaction of Purchaser. In the event that such Defect is not cured within the 120 day cure period specified below, then Seller, at its sole option, shall be entitled to: (a) reduce the Base Purchase Price by the Defect Amount (or if Closing has already occurred and such Defect Amount was not deducted from the Base Purchase Price actually paid by Purchaser, refund such Defect Amount to Purchaser) and either (i) retain the portion of the Subject Properties affected by the Defect, or (ii) convey the entirety of the affected portion of the Subject Properties to Purchaser; (b) agree to indemnify Purchaser from and against any and all loss, cost, expense, claim or cause of action existing or arising from such Defect and, in such event, the affected portion of the Subject Properties will be conveyed to Purchaser, the portion of the Base Purchase Price allocated thereto paid to (or if Closing has already occurred, retained by) Seller, and such Defect will be considered for all purposes hereunder as having been cured to Purchaser's satisfaction; or (c) submit for arbitration any remaining dispute as to such Defect. If Seller disputes whether an asserted Defect is actually a Defect or if Seller elects to cure any Title Defect, Seller shall notify Buyer of Defect but has not cured such fact. If any such Title Defect is cured or removed prior to the Closing, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property at the Closing and Seller shall have no further liability to Buyer with respect to such Title Defect. If Seller elects to attempt to cure a Title Defect, but Seller is unable to cure such Title Defect prior to the Closing, Seller shall provide to Buyer written notice of such fact. At then the Closing, Seller shall not deliver to Buyer an assignment portion of the Property Subject Properties affected by the asserted Title Defect, and the Allocated Value of the Property subject to the asserted Title such Defect shall be withheld deleted from the Adjusted applicable Exhibit(s) hereto and the sale contemplated herein, and retained by Seller. The portion of the Base Purchase Price attributable to such portion(s) of the Subject Properties affected by such Defect(s) shall nevertheless be paid by Purchaser at ClosingClosing to NationsBank Texas N.A. as escrow agent pursuant to a mutually acceptable escrow agreement. Seller shall have sixty (60) 120 days after following the Closing later of Closing, the Notice Date, or, if there is any dispute concerning the existence of any Defect or its value or effect, the final resolution of such dispute, within which to cure such Defect. If a Defect is cured by Seller during said 120 day period, Seller shall convey the portion of the Subject Properties affected by such Defect to Purchaser and as applicable, either (i) retain the applicable Defect Amount, or remove all such Title Defects. With respect to those Title Defects cured or removed (ii) the funds in escrow, together with interest earned thereon, attributable to the reasonable satisfaction portion of Buyer or the Subject Properties as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day periodDefect has been cured, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Propertyshall be immediately released to Seller. If, at the expiration end of such sixty the 120 day period there remains uncured a Defect, (60i) day period, there remain any Title Defects that have not been cured or removed Seller shall pay Purchaser the applicable Defect Amount to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property extent it was not deducted from the transactions contemplated Base Purchase Price at Closing and paid into escrow, or (ii) the funds in this Agreement escrow, together with interest earned thereon, attributable to the Oil and retain the previously withheld portion Gas Properties or portions thereof affected thereby shall be returned to Purchaser, and in either event such Oil and Gas Properties or portions thereof shall be retained by Seller. Costs of the Purchase Price related to such Property, free and clear of any claim escrow shall be borne one-half by Seller, and thereupon any and all rights of Buyer in or with respect to such Property shall terminate. During the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller is attempting to cure, Seller shall remain the record and beneficial owner thereof, and Seller shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with the provisions of this Agreementeach Party.

Seller's Election to Cure. If Buyer timely asserts a Title Defect and Seller elects to cure any such Title Defect, Seller shall notify have a period of 7 days from the end of the Examination Period within which to cure the defect and furnish evidence of same (the "Cure Period"). Title Defects asserted by Buyer shall have been cured if such curative is sufficient to render Good and Defensible Title. Evidence of Seller's cure of such fact. If any such Title Defect is cured or removed prior Defects shall be presumed to be sufficient unless, within [3] days after receipt of evidence of the Closingsame, Buyer shall accept, pay for in accordance with this Agreement, and receive an assignment of notifies Seller that the affected Property at the Closing and Seller shall have no further liability to Buyer with respect to such Title Defectcurative is not acceptable. If Seller elects to attempt to cure cures a Title DefectDefect applicable to any Property, but Seller is unable to cure then such Title Defect prior to the Closing, Seller Property shall provide to Buyer written notice of such fact. At the Closing, Seller shall not deliver to Buyer an assignment of the Property affected by the asserted Title Defect, be conveyed upon Closing and the Allocated Value of the Property subject to the asserted Title Defect shall be withheld from the Adjusted Purchase Price paid at Closing. Seller shall have sixty (60) days after the Closing to cure or remove all such Title Defects. With respect to those Title Defects cured or removed to the reasonable satisfaction of Buyer or as to which Seller and Buyer otherwise agree on or before the expiration of such sixty (60) day period, Buyer will accept, pay for in accordance with this Agreement, and receive an assignment of the affected Property. If, at the expiration of such sixty (60) day period, there remain any Title Defects that have not been cured or removed to the reasonable satisfaction of Buyer or otherwise agreed upon by Seller and Buyer, Buyer shall eliminate the affected Property from the transactions contemplated in this Agreement and retain the previously withheld portion of the Purchase Price related to such Property, free and clear of any claim by Seller, and thereupon any and all rights of Buyer in or with respect attributable to such Property shall terminatebe contemporaneously paid by Buyer to Seller in the same manner and to the same extent that such Property would have been treated if the Title Defect had not been asserted. During If (a) Seller fails to cure any Title Defect prior to Closing or (b) if, prior to Closing, Buyer notifies Seller that the sixty (60) day period provided for in this Section 5.06, with respect to all Properties subject to uncured Title Defects that Seller curative is attempting to cure, Seller shall remain the record and beneficial owner thereof, unacceptable and Seller disagrees, then Buyer may elect to (x) waive such Title Defect and proceed to Closing, (y) exclude the Property (or portion thereof) affected by such Title Defect and adjust the Purchase Price by an amount equal to the Defect Value attributable thereto (as defined above), or (z) if such Title Defect affecting such Property has a materially adverse effect on the value of the Subject Interests (as determined by Buyer in its sole reasonable discretion, terminate the Agreement. As to those Properties, if any, which Buyer elects to exclude pursuant to clause (y) above, the Purchase Price shall continue to conduct its operations thereon or with respect thereto subject to and in accordance with be reduced by the provisions Defect Value of this Agreement.such Title Defect affecting the Property and: