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/Xxxxxxx Money 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 term “Title Defect” means (a) any encumbrance on, encroachment on, irregularity in, defect in, or objection to Seller’s ownership of the Assets (excluding Permitted Encumbrances) that causes Seller not to have Marketable Title to an Allocated Asset; or (b) any default by Seller under a lease, farm-out agreement, or other contract or agreement that would (i) have a material and adverse effect on the operation, value, or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to Seller’s interest therein, or (iii) result in cancellation of all or a portion of Seller’s interest therein. The term “Marketable Title” means such ownership by Seller in the Assets that, subject to and except for the Permitted Encumbrances:
Title Defects. Cure any title defects to the Borrowing Base Oil and Gas Properties material in value, in the reasonable opinion of the Administrative Agent, and, in the event any title defects are not cured in a timely manner, pay all related costs and fees incurred by the Administrative Agent for the account of the Banks to do so; provided, however, the Borrower may remove any of its Oil and Gas Properties from the determination of the Borrowing Base so long as the Indebtedness evidenced by the Revolving Notes is less than or equal to the Borrowing Base (determined by the Banks in accordance with Section 2.06 exclusive of such Oil and Gas Properties).
Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the Xxxxxxx Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) above.
Title Defects. If Seller cannot convey to Purchaser fee simple title to the Unit on the Closing Date as described in Section E.1 above (a “Title Defect”), then Seller will have the right, but not the obligation, to attempt to correct the Title Defect within a reasonable period of time, not to exceed ninety (90) days (the “Title Cure Period”). If Seller is unable, or refuses in writing, to cure the Title Defect within the Title Cure Period, then Purchaser may thereafter elect, by delivering written notice to Seller within five (5) days after the expiration of the Title Cure Period or the date of any earlier written notice given to Purchaser advising that Seller refuses to cure the Title Defect, one of the following two (2) options as its sole and exclusive remedy: (a) waive the Title Defect, proceed to Closing and accept title to the Unit subject to the Title Defect without any reduction in the Purchase Price; or (b) cancel this Contract and receive the return of the Deposit, whereupon, this Contract shall terminate, the Escrow Agent shall return the Deposit to Purchaser, and the parties shall be released from all terms and provisions of this Contract, except from those that expressly survive termination. If Seller does not timely receive written notice of Purchaser’s election, then it shall be deemed that Purchaser elected option (b) above. Purchaser hereby releases Seller from, and covenants not to xxx Seller for, any claim, cause of action, loss, damage, liability, fee, cost, expense or charge (including, without limitation, attorneys’ fees and costs) incurred by Purchaser as a result of Seller’s inability or refusal to correct any Title Defect. This Section shall survive Closing or any earlier termination of this Contract.
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.
Title Defects. (a) As used herein, the term “
Title Defects. Within five (5) business days of Buyer’s receipt of the latter of the Title Commitment or the Survey (as defined in Section 5 below), but in no event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer’s sole discretion (hereinafter referred to as a “Title Defect”). Any items to which Buyer does not object within such five (5) business day period shall be deemed to be acceptable to Buyer. If any objection is made, Seller shall have until prior to Closing in which to exercise commercially reasonable efforts to correct such Title Defects. Seller’s commercially reasonable efforts requirement in this paragraph shall, without limitation, obligate Seller to cure any and all monetary liens caused by Seller. If the Title Defect cannot be corrected prior to Closing despite Seller’s commercially reasonable efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option (a) declare this Agreement null and void and the Escrow Agent shall promptly return the Deposit, together with all accrued interest, to Buyer, or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating this Agreement pursuant to this Section within five (5) business days after the expiration of the five (5) business day period described above, Buyer shall be deemed to have selected option (b) in the previous sentence.
Title Defects. Buyer shall notify Seller in writing of any Title Defect (as defined below) in the Interests as soon as possible after discovering the Title Defect but in any event on or before the Closing Date (the “Due Diligence Period”). For the purpose of this Agreement, a “Title Defect” shall mean a material deficiency which individually per defect exceeds Twenty-Five Thousand and No/100 Dollars ($25,000) in one (or more) of the following respects:
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