Title Defects Sample Clauses

Title Defects. 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser,...

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendered.

Title Defects. An Asset shall be deemed to have a “Title Defect” if Seller is found to have less than Defensible Title and it is reasonably estimated to (a) require an expenditure in excess of $25,000 to remedy or (b) reduce the value of such Asset by an amount in excess of $25,000. For purposes of this Agreement, the term “Defensible Title” shall mean (a) with respect to any Tract identified on Exhibit C – Part 1, such title of Seller that, subject to and except for the Permitted Encumbrances: (i) entitles Seller to receive not less than the percentage set forth in Exhibit C – Part 1 as the net revenue interest for any well drilled or which could be drilled on such Tract of all Hydrocarbons produced, saved and marketed from such well, all without reduction of such interest throughout the duration of the productive life of such well, except (A) as specifically set forth in Exhibit C – Part 1, (B) decreases in connection with those operations in which Seller may from and after the date of this Agreement be a non-consenting co-owner, (C) decreases resulting from the establishment or amendment of pools or units from and after the date of this Agreement, and (D) decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries; (ii) obligates Seller to bear the percentage of the costs and expenses relating to the maintenance, development and operation of any well drilled or which could be drilled on such Tract not greater than the working interest for such Tract shown in Exhibit C - Part 1, without increase throughout the duration of the productive life of such well, except (A) as specifically set forth in Exhibit C – Part 1, (B) increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements, and (C) increases to the extent that they are accompanied by a proportionate increase in Seller’s corresponding net revenue interest set forth in Exhibit C – Part 1; and (iii) is free and clear of all liens, encumbrances and defects (c) with respect to all other Assets, such title that is good and defensible and is free and clear of all liens, with the exception of Permitted Encumbrances. Notwithstanding the foregoing, (a) the loss of or reduction of interest in any Tract following the Effective Time due to any election or decision made by Seller in accordance with applicable joint operating agreements as permitted under this Agreement shall not constitute...

Title Defects. If the Title Commitment reveals a defect in title which is not one of the Permitted Title Exceptions, or if prior to the Closing a new defect in title is disclosed by an updated endorsement to the Title Commitment, which defect is not one of the Permitted Title Exceptions, prior to Closing Date, Buyer may either waive such defect or give written notice to Seller and Closing Agent no later than five (5) days from the date of discovery of such defect in title, whereupon Seller may, at its option, attempt to cure such defect prior to Closing or decline to cure such defect. If Seller is unable or unwilling to cure, on or before the Closing Date, any defect as to which Buyer has notified Seller as herein provided and if Buyer does not waive such defect on or prior to the Closing Date by written notice to Seller, this Contract shall be terminated without liability to either party and the Down Payment/Deposit shall be returned to the Buyer. Seller shall have the right, at its sole election, to extend the Closing Date by not more than Sixty (60) Days to attempt to cure any such defect in title.

Title Defects. The Premises shall be conveyed by standard warranty deed, subject to easements and restrictions now of record, the rights of the public in all streets and roads abutting the Premises, liens for unpaid property taxes first coming due and payable after the Commencement Date, and zoning and such other matters created by Tenant or arising out of Tenant's use and occupancy of the Premises (the "Permitted Exceptions"), but free and clear of the lien of any mortgage, deed of trust, or security interest created by or resulting from acts of the Landlord, any successor of Landlord, any party claiming through Landlord, or any other person, without the express consent of Tenant. Landlord shall, within fifteen (15) days after delivery of the Purchase Option Notice to Landlord or delivery of the Sale Option Notice to Tenant, whichever is applicable, obtain and deliver to Tenant a commitment for an ALTA owners form of title insurance, without standard exceptions, in the amount of the Purchase Price. Within fifteen (15) days thereafter, Tenant shall notify Landlord in writing of any claimed defect in title. Within thirty (30) days after receipt of such notice, Landlord shall notify Tenant of Landlord's election whether or not to cure any or all of such defects. In the event that Landlord shall be unable or unwilling to cure any such claimed defects, Tenant shall have the option to (i) accept title to the Premises subject to such claimed defects, with a credit against the Purchase Price in an amount necessary to discharge any lien against the premises, the amount of which is liquidated as of closing, (including interest and penalties thereon accrued to the date of closing) which is not a Permitted Exception, or (ii) terminate and rescind the exercise of the Purchase Option or the Sale Option, whichever is applicable, without any liability to Landlord, and Tenant's right to exercise such Purchase Option and Landlord's right to exercise such Sale Option thereafter shall be terminated.

Title Defects. If Seller is unable to convey and transfer good and marketable title to the Property as required under this Agreement, Seller may cancel this Agreement on written notice to Buyer, and on return of the Deposit to Buyer, the parties will have no further liability to each other. Under such circumstances, ▇▇▇▇▇ will be entitled to obtain an amount equal to the Buyer’s Premium from Seller. Auctioneer will not be required to disgorge any portion of the Buyer’s Premium.

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, REX ▇▇▇ll have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to be removed on the Closing Date). If REX ▇▇▇ll be unable or unwilling to cure or remove any such exception, REX ▇▇▇ll forthwith give written notice to SDC of REX's inability or unwillingness and SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ ▇▇▇HANGE 101 4 seven (7) days after receipt of such notice, either (a) to accept title to the REX ▇▇▇minal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the SDC Terminal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement.

Title Defects. If title to any part of the Property is defective or less than as represented in Section 4.2, Lessee shall have the right, but not the obligation, to undertake to cure any such defects or to defend or to initiate litigation to perfect, defend or cure title to the Property, but only after Lessor has been offered the opportunity to take any necessary curative measures.

Title Defects. If the Title Commitment reveals a material defect in title which is not one of the Permitted Title Exceptions, or if prior to the Closing Date, a new material defect in title is disclosed by an updated supplement to the Title Commitment, which defect is not one of the Permitted Title Exceptions, prior to the Closing Date, Buyer may either waive such defect or give written notice to Seller and Escrow Holder not later than five (5) days from the date of discovery of such defect in title, pursuant to Paragraph 18, which in no event shall be more than twenty (20) days from the date of the close of the Auction. Seller may, at its option, attempt to cure such defect prior to the Closing or decline to cure such defect. If Seller is unable or unwilling to cure, on or before the Closing Date, any material defect as to which Buyer has notified Seller as hereinabove provided and if Buyer does not waive such defect on or prior to the Closing Date by written notice to Seller, this Contract shall be terminated without liability to either party and the Initial Deposit shall be returned to Buyer. Seller shall have the right, at its sole election, to extend the Closing Date by not more than [30] days to attempt to cure any defect in title.