Examples of Title Defect Property in a sentence
If the Parties elect to have Seller retain any Title Defect Property pursuant to Section 11.2(d)(i)(B), the Closing Cash Consideration shall be reduced by the Allocated Value of the Conveyed Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Conveyed Interest attributable to such Title Defect Property, and the Title Defect Amount relating to such Conveyed Interest will not be counted towards the Title Deductible.
In the event a Title Defect would cause a reduction in Seller’s retained Working Interest to less than ten percent (10%) (on an 8/8ths basis) after conveyance of the Title Defect Property to Buyer (based upon the Working Interest in the Column entitled “Tier 3” on Exhibit A), then in Seller’s sole discretion, Seller may retain the Title Defect Property and reduce the Purchase Price by the Allocated Value set forth on Schedule 2.2.
If the Parties elect to have any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductible.
To be effective, each Title Defect Notice shall be in writing, and shall include (i) a description of the alleged Title Defects, (ii) the Xxxxx, Fee Interests or Undrilled Locations affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Value of each Title Defect Property and (iv) the amount, which estimate is non-binding, by which Buyer reasonably believes the Allocated Value of each Title Defect Property is reduced by the alleged Title Defects.
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.