Title Disputed Matters Sample Clauses
The "Title Disputed Matters" clause defines how disputes regarding the ownership or title of certain assets or property will be handled between the parties. Typically, this clause outlines the procedures for notifying the other party of a title dispute, the steps to resolve such disputes, and any interim measures that may be taken while the dispute is ongoing, such as holding funds in escrow or suspending certain obligations. Its core function is to provide a clear and orderly process for addressing and resolving disagreements over title, thereby minimizing uncertainty and potential disruption to the transaction or agreement.
Title Disputed Matters. The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding items (1) and (2) on or before Closing, the Closing shall be delayed as to only the Assets subject to the Title Disputed Matters until the Parties finally resolve the dispute pursuant to this Section 6.2(i); provided, however, if either Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied due, in whole or in part, to Title Defects, then the Parties will resolve all Title Disputed Matters pursuant to this Section 6.2(i) prior to Closing. In the event that neither Party asserts that the condition in Section 9.1(d) or Section 9.2(d) has not been satisfied, it is understood and agreed that the Parties shall proceed to Closing as contemplated herein as to all Assets not covered by a Title Disputed Matter. The Title Disputed Matters will be finally determined pursuant to this Section 6.2(i). There shall be a single arbitrator, who shall be an attorney with at least 10 years’ experience in oil and gas title and transaction matters, as selected by mutual agreement of Buyer and SM Energy within 15 days after any Party invokes the provisions of this Section 6.2(i) to resolve such Dispute, and absent such agreement, by the Houston office of the AAA (the “Title Arbitrator”). The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the AAA Rules to the extent such rules do not conflict with the terms of this Section 6.2(i). The Title Arbitrator’s determination shall be made within 20 days after submission by the Parties of the matters in Dispute and shall be final and binding upon both Parties, without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in Section 6.2(f) and Section 6.2(g) and, subject to the foregoing, may consider such other matters as in the opinion of the Title Arbitrator are necessary to make a proper determination. The Title Arbitrator, however, may not award (a) Buyer a greater Title Defect Amount than the Title Defect Amount claimed by Buyer in the applicable Title Defect Notice (which such Title Defect Amount shall not exceed the Allocated Value of the applicable Title Defect Property) or (b) SM Energy a greater Title Benefit Amount than the Title Benefit Amount claimed by SM Energy in the applicable Title Benefit Notice. The Title Arbitrator shall act as an expert fo...
Title Disputed Matters. The Parties shall resolve Disputes concerning the following matters under this Section 4.4: (1) the existence and scope of a Title Defect or Title Benefit, or that portion of the Title Defect Property (with respect to a Title Defect) or Lease or Well (with respect to a Title Benefit) affected by a Title Defect or Title Benefit, as applicable; (2) the Title Defect Amount, or Title Benefit Amount, as applicable; and (3) the adequacy of Seller’s Title Defect curative materials and curative actions (the “Title Disputed Matters”). The Parties will attempt to initially resolve all Title Disputed Matters through good faith negotiations, and if any such Title Disputed Matters have not been resolved by (i) Closing, with respect to (y) any Title Defect that Seller disputes and for which Seller has not elected (and has not been deemed to have elected) to cure, or (z) any Title Benefits that Buyer disputes, or (ii) the end of the Cure Period or longer agreed period, with respect to any Title Defect that Seller has elected (or is deemed to have elected) to cure, then at any time thereafter each Party shall have the right by written notice to the other Party to have such matters finally resolved by binding arbitration under Section 4.4(b). Notwithstanding the foregoing, if the Parties cannot resolve the Title Disputed Matters on or before Closing, then the Title Defect Property (with respect to a Title Defect) or Lease or Well (with respect to a Title Benefit) subject to the Title Disputed Matters shall be conveyed by Seller to Buyer at Closing without any reduction or increase to the Cash Consideration.
Title Disputed Matters. The Parties shall resolve Disputes concerning the following matters under Section 4.4: the existence and scope of Title Defects or Interest Additions; the Title Defect Value or Interest Addition Amount; the Title Defect Value or Interest Addition Amount of that portion of the Asset affected by a Title Defect or Interest Addition Amount, as applicable; and the adequacy of Seller’s Title Defect curative materials and curative actions (the “Title Disputed Matters”). As of Closing, if the Parties have not resolved the Title Disputed Matters, then at Closing, Seller will retain the entirety of the Leases or ▇▇▇▇▇ subject to such Title Disputed Matters, together with all associated Assets, and the Purchase Price shall be reduced by an amount equal to the Allocated Value of the Title Defect Property and such associated Assets. At Closing, Buyer shall pay an amount equal to the Allocated Value(s) of such affected Assets into an escrow account established pursuant to an escrow agreement mutually agreed to by the Parties. The escrow agreement shall provide that funds will be released from escrow only upon the joint written instructions of the Parties. The Title Disputed Matters will be finally determined by binding arbitration pursuant to Section 4.4. Upon resolution of the Title Disputed Matters by the Title Arbitrator, Seller shall make its election under Section 4.2(d). Within five Business Days after that election, the Parties shall take such actions as are necessary to give effect to that election.