Title and Environmental Defects. The Purchase Price will be (a) decreased for any uncured Title Defects and uncured Environmental Defects in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may conduct, at its sole cost and expense, such title examination or investigation, and other examinations and investigations (provided that the Buyer will not conduct any Phase II environmental investigations or examinations with respect to any of the Properties without the prior written consent of the Sellers, which consent may be granted or withheld by the Sellers in their sole discretion, provided that, if the Sellers do not consent to the conduct of a Phase II environmental investigation or examination requested by the Buyer with respect to any Property, then at the Buyer’s option such Property will not be sold by the Sellers to the Buyer at the Closing, will constitute an “Excluded Asset” for all purposes of this Agreement and the Purchase Price will be reduced by an amount equal to the Allocated Value thereof), as it may in its sole discretion choose to conduct with respect to the Properties in order to determine whether any Title Defects or Environmental Defects exist. The Buyer agrees to release, indemnify, defend and hold harmless the Sellers Indemnified Parties from and against all liabilities, damages, costs, losses and expenses arising from or related to the activities of the Buyer or its employees, agents, contractors and other representatives in connection with such examinations or investigations except to the extent caused by the gross negligence or willful misconduct of any Sellers Indemnified Party. The Buyer must deliver to the Sellers, on or before May 31, 2013 (the “Defect Notice Date”), one or more written notices specifying each defect associated with the Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with data and information reasonably necessary for the Sellers to verify the existence of the alleged Title Defect or Environmental Defect (a “Defect Notice”). Any matters that may otherwi...
Title and Environmental Defects. The Purchase Price will be (a) decreased only for those uncured Title Defects and uncured Environmental Defects that are in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may deliver to the Seller, on or before the Defect Notice Date, one or more written notices specifying each defect associated with the Seller’s Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with all data and information reasonably necessary for the Seller to verify the existence of the alleged Title Defect or PURCHASE AND SALE AGREEMENT 19
Title and Environmental Defects. Buyer’s sole and exclusive remedy with respect to Losses related to Title Defects and/or Environmental Defects shall be as provided in Sections 6 and 7, respectively.
Title and Environmental Defects. (a) Purchaser may conduct, at its sole cost, such title examination, regarding whether the Company or any of the Subsidiaries has Defensible Title, or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Company’s Oil and Gas Interests in order to determine whether any Title or Environmental Defects exist. Purchaser must deliver to the Company in writing on or before May 1, 2006, a written notice specifying each defect associated with the Company’s or any Subsidiary’s Oil and Gas Interests that it asserts pursuant to this Section 5.12 or Sections 3.2.19 or 3.2.35 (a “Title or Environmental Defect”), a description of each such Title or Environmental Defect, the amount of the adjustment to the Base Purchase Price that it asserts based on such defect and its method of calculating such adjustment. If such notice is not timely submitted, Purchaser will be deemed to have waived its basis for a Base Purchase Price adjustment based on Section 3.2.19, Section 3.2.35 and this Section 5.12, as well as waived its basis for any claim or other assertion of rights or damages based on such provisions.
Title and Environmental Defects. Parent may conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Company’s Oil and Gas Interests in order to determine whether any Title or Environmental Defects exist. Parent must deliver to the Company in writing when discovered but in any event on or before October 29, 2002, a written notice specifying each defect associated with the Oil and Gas Interests of the Company that it asserts constitutes a violation of the representations set forth in Sections 3.15 or 3.18 (a “Title or Environmental Defect”), a description of each such Title or Environmental Defect, the amount of the adjustment to the Base Merger Consideration that it asserts based on such defect and its method of calculating such adjustment. If such notice is not timely submitted, Parent will be deemed to have waived its basis for a Merger Consideration adjustment under this Section 5.10 based on a violation of the representations set forth in Sections 3.15 or 3.18. For the purpose of determining an Environmental Defect under this Section 5.10 only, the representations and warranties set forth in Section 3.18 shall be deemed not to be qualified by the knowledge of the Company. Upon timely delivery of a notice of a Title or Environmental Defect under this Section 5.10(a), Parent and the Company will in good faith negotiate the validity of the claim and the amount of any adjustment to the Base Merger Consideration using the following criteria:
Title and Environmental Defects. The sum of (a) with respect to Title Defects that are properly asserted by Buyer prior to the Title Claim Date pursuant to Section 11.02(a), all Actual Title Defect Amounts (or, if any such amounts cannot be determined prior to Closing, the applicable Alleged Title Defect Amounts) that individually exceed the Individual Title Defect Threshold (excluding any Actual Title Defect Amounts (or, if such amounts cannot be determined prior to Closing, the applicable Alleged Title Defect Amounts) with respect to any Assets excluded from the Transactions in accordance with this Agreement, and accounting for any offsetting Title Benefit Amounts), plus (b) with respect to Environmental Defects that are properly asserted by Buyer prior to the Environmental Claim Date pursuant to Section 12.01(a), all Actual Remediation Amounts (or, if any such amounts cannot be determined prior to Closing, the applicable Alleged Remediation Amounts) that individually exceed the Individual Environmental Threshold (excluding any Actual Remediation Amounts (or, if such amounts cannot be determined prior to Closing, the applicable Alleged Remediation Amounts) with respect to any Assets excluded from the Transactions in accordance with this Agreement), plus (c) the Allocated Value of all Assets excluded from the Transactions pursuant to Section 11.02(d)(ii), Section 11.04(b), Section 11.05(a), Section 11.05(b), Section 12.01(c)(ii) or, Section 12.01(c)(iv), as applicable, plus (d) all Casualty Losses as determined in accordance with Section 11.03 will be less than twenty percent (20%) of the Base Purchase Price.
Title and Environmental Defects. 5.3.1 BUYER will review title to the Property prior to Closing and notify SELLER in writing of any title defect or environmental defect (collectively, a "Defect") it discovers as soon as reasonably practicable after its discovery, but in no event less than ten (10) business days prior to the Closing Date in the case of a title defect or ten (10) business days prior to the Closing Date in the case of an environmental defect. BUYER will be deemed to have conclusively waived any title defect about which it fails to notify SELLER in writing within the applicable period specified in the preceding sentence.
Title and Environmental Defects. For the purposes of this Agreement, a Lease will be deemed to have a "Defect" if ATEC/Apollo's title to the Lease in question or the environmental condition of the lands covered thereby is defective to a degree that a reasonably prudent operator in the Rocky Mountains would not drill (or, in the case of environmental condition, acquire) such Lease until appropriate curative work had been performed. The Purchase Price has been computed on the basis that Teton will be acquiring Defect-free Leases covering 162,427 net acres, with no lease having a net revenue interest less than 80%, and the Parties have entered into this Agreement based on a mutual factual belief that the Defect-free Leases will, when considered together, have a mean average net revenue interest of approximately 82.4%. If the Leases do not cover the full 162,427 net acres at a minimum net revenue of 80%, the Purchase Price shall be reduced by $20 per net acre below 162,427, and will be increased by $20 per net acre above 162,427 (without adjustment for net revenue interest), in both cases rounding the net acres to the nearest whole number. Adjustments, whether up or down, will be applied 80% to the cash portion of the Purchase Price and 20% to the Teton stock portion of the Purchase Price, with the aggregate number of warrants adjusted so that the number of shares available for purchase under the warrants is always equal to 50% of the number of shares forming the Teton stock portion of the Purchase Price. Neither fractional shares nor warrants allowing the purchase of fractional shares will be issued; instead, any adjustment necessary to ensure the use of whole shares will be made in cash at the end of the 60-day period provided in Section 3.4, below.
Title and Environmental Defects. Buyer shall have access to the Oil and Gas Properties for the purposes of conducting field and environmental inspections on the Oil and Gas Properties, provided that such inspections shall be conducted by Buyer at Buyer's sole risk and the Company shall be entitled to have representatives of the Company present during such inspections. Buyer shall also have an opportunity to perform a due diligence review with respect to title matters on the Oil and Gas Properties. In the event the Buyer intends to assert that there are matters that are defects in title to the Oil and Gas Properties, other than the Permitted Liens and as determined in accordance with customary industry standards ("Title Defects"), Buyer shall give the Company written notice of all such Title Defects (a "Defect Notice") by 5:00 p.m. Central Daylight Savings Time on or before May 6, 2005. Buyer and the Company shall mutually agree on the amount attributable to each Title Defect (the "Title Defect Amount"). Upon receipt of such notice, the Company shall have the right and opportunity, but not the obligation, to cure (as determined in accordance with customary industry standards), at its sole cost and expense, any Title Defect. Buyer shall waive any Title Defect not included in such a Defect Notice.
Title and Environmental Defects. The Purchase Price will be (a) decreased for the value, determined as provided herein, of uncured Title Defects and unremedied and unindemnified Environmental Defects that are in excess of the respective Individual Defect Thresholds and the Aggregate Defect Threshold and (b) increased for Title Benefits, in each case, in accordance with this Section 2.1. The Buyer may deliver to CELLC, on or before the Defect Notice Date, one or more written notices specifying each defect associated with the Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such defect and its method of calculating such adjustment, together with all data and information evidencing the Buyer’s review of public record or other information proving the existence of such defect reasonably necessary for CELLC to verify the existence of the alleged Title Defect or Environmental Defect (“Defect Notice”). Any matters that may otherwise constitute Title Defects or Environmental Defects, but of which CELLC has not been so notified in writing by the Buyer by the Defect Notice Date, shall be deemed to have been waived by the Buyer for all purposes. All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected Properties. Upon timely delivery of a Defect Notice, the Parties will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price using the following criteria.
