Title Defects. If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:
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 the Seller, the 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. (a) As used herein, the term “
Title Defects. Title defects shall refer to those defects or irregularities that (a) would cause Buyer to receive less than the net revenue interest (NRI) set forth on Exhibit A-1; or (b) create a lien or encumbrance on any portion of the Properties. Title defects shall not mean defects or irregularities in the title to the Properties that do not interfere with the operation, value or use of the Properties (or portion thereof) affected thereby and that would not be considered material in accordance with industry standards, including but not limited to the following "Permitted Encumbrances": lessors' royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the net cumulative effect of such burdens does not operate to reduce the NRI for the formation upon which an allocated value has been established as set forth in Exhibit A-1; any preferential rights to purchase and required third party consents to assignments of contracts or property and similar agreements; liens for taxes or assessments not yet due and delinquent or, if delinquent, that are being contested in good faith in the normal course of business; rights of reassignment upon the surrender or expiration of any lease; easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the properties or any restriction on access thereto that do not materially interfere with the operation of the affected asset as has been conducted in the past; such title defects which have been cured or Buyer has waived; materialmen's, mechanics', repairmen's, employees', contractors', operators' or other similar liens or charges arising in the ordinary course of business incidental to construction, maintenance or operation of the Properties (i) if such liens and charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action; rights reserved to or vested in any federal, state, local, tribal or foreign governmental body, authority or agency to control or regulate any of the Properties in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Properties; liens arising under operating agreements,...
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, Xxxxx 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. Within fifteen (15) days after receipt by Purchaser ------------- of the last to be received of the updated Title Commitment, the Lien Searches and the Survey, Purchaser shall notify Seller in writing (a "Disapproval Notice") of any Defects other than Permitted Exceptions that are objected to by Purchaser. With respect to any Defects noted in a Disapproval Notice, Seller (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, mortgage liens, security interests, judgment and mechanics' liens (collectively hereinafter referred to as "Required Cure Items"), to be removed, cured or insured over at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title (provided, however, that in no event shall Seller be required to pay more than Twenty Million Dollars ($20,000,000.00) in the aggregate with respect to Required Cure Items), and (b) shall notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed, cured or insured over at or prior to Closing, and Seller shall be deemed to have elected to remove, cure or insure over all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove, cure or insure over all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Seller elects not to remove, cure or insure over and deduct from the Purchase Price all costs incurred by Purchaser in connection with Purchaser's cure or removal of each Required Cure Item up to a maximum of Twenty Million Dollars ($20,000,000.00) in the aggregate for all of the Required Cure Items, or (ii) to terminate this Agreement, in which event the Xxxxxxx Money and all interest accrued thereon shall be immediately returned to Purchaser. Seller shall use commercially reasonable efforts to remove, cure or insure over all Required Cure Items and all Defects that Seller elects, or is deemed to have elected, to cure, remove or insure over. Seller shall have thirty (30) days to remove, cure or insure...
Title Defects. If the Title Commitment, the Lien Searches or the Survey, or any update of the Title Commitment, the Lien Searches or the Survey, at any time discloses exceptions to title or any Defects other than Permitted Exceptions, Purchaser shall so notify Seller in writing (a "DISAPPROVAL NOTICE") on or before the end of the Inspection Period. Unless Purchaser sends such a Disapproval Notice within such time period, Purchaser shall be deemed to have approved the Title Commitment, Lien Searches, and Survey. With respect to any Defects noted in a Disapproval Notice, Seller shall (a) cause any such Defects which are monetary liens of a fixed or ascertainable amount that may be removed by the payment of money, including, without limitation, judgment and mechanics' liens, to either be: (i) bonded and insured over, or (ii)removed at or prior to the Closing, and (b) notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed or cured at or prior to Closing, and Seller shall be deemed to have elected to remove or cure all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove or cure all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, taking a deduction from the Purchase Price in the amount necessary to cure the monetary liens of a fixed or ascertainable amount that may be removed by the payment of money which Seller has not bonded and insured over, and to take title subject to the other Defects noted in the Disapproval Notice that Seller elects not to remove or cure, or (ii) to terminate this Agreement, in which event the Earnxxx Xxxey and all interest accrued thereon shall be immediately returned to Purchaser. If Seller elects to cure or remove any Defect, then Seller thereafter shall be obligated to do so as long as this Agreement is in effect. Seller shall have thirty (30) days to remove or cure any Defect that it has elected to remove or cure (or deemed to have elected to remove or cure). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2.
Title Defects. Buyer shall notify Seller in writing of Title Defects (“Title Defect Notice(s)”) no later than 5:00 p.m. Central Time on the seventh (7th) Business Day prior to the Closing Date (the “Title Claim Date”). The Title Defect Notice shall state with reasonable specificity: (i) the Asset affected; (ii) the particular Title Defect claimed; (iii) Buyer’s good faith estimate of the amount the Title Defect reduces the Allocated Value of the affected Asset (such amount being the “Defect Value”); and (iv) appropriate documentation, if any, substantiating Buyer’s claim. Without limiting Section 3.08 or the Instruments of Conveyance, Buyer shall conclusively be deemed to have waived any Title Defects not asserted by a Title Defect Notice no later than 5:00 p.m. Central Time on the Title Claim Date. For all Title Defects asserted in Title Defect Notices, Seller shall have the option of (a) curing the Title Defect, (b) contesting the Title Defect or Buyer’s good faith estimate of the Defect Value, (c) adjusting the Purchase Price downward by Buyer’s good faith estimate of the Defect Value, subject to the limitations set forth below, or (d) excluding the affected Asset and reducing the Purchase Price by the Allocated Value thereof. Seller shall notify Buyer in writing of its election no more than four (4) Business Days following its receipt of a Title Defect Notice, and Seller's failure to make an election shall be deemed an election under clause (c) of the preceding sentence. The Defect Value shall be determined pursuant to the following guidelines, where applicable:
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.
