Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit “A,” the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and,
Failure of Title. If title is not marketable or not insurable, as required in this Section, and despite Seller’s payment of monetary encumbrances (including, but not limited to, assessments such as GFC’s, CFR;s, ULID’s, RID’s, etc.) and best efforts to correct title defects prior to Closing, then Purchaser’s sole election shall be to either waive such defects, or to terminate this Agreement and receive a refund of the xxxxxxx money. Nothing in this provision shall diminish or affect any covenants or warranties given in any deed or other conveyance at Closing.
Failure of Title. If on the Closing Date title to the Real Property is not insurable or is subject to any Unpermitted Exceptions and the Seller is unable or unwilling to cure the same, the Purchaser may elect, as its sole right and remedy, either (i) to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (except to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement.
Failure of Title. If, on the Closing Date, title to a Premises in question is not insurable as set forth in subparagraph (a)(i) above and the related Seller does not elect to cure (which election not to cure will not be construed as a default by Seller) same as provided in subparagraph (a)(iii) above, Buyer may elect, as its sole right and remedy, either (i) to take such title to such Premises and the related Property in question as the related Seller can convey, with no abatement of the Purchase Price applicable to such Property (except to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement as to the Property in question and receive on written demand by Buyer to Sellers and Escrowee the return of a portion of the Deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00), together with all accrued interest thereon (the "Termination Return Portion"). Notwithstanding the foregoing provisions, the related Seller shall be obligated to cause removal of, at no cost or expense to Buyer, against loss by reason of any monetary lien filed against the related Premises prior to Closing, other than liens referred to in clause (b) of the definition of Permitted Encumbrances. In the event this Agreement is terminated, as to the Premises and the related Property in question, Buyer shall receive the applicable Termination Return Portion. Upon the return of the Termination Return Portion, this Agreement shall terminate solely as to the Premises and to the related Property in question, and neither the related Seller nor Buyer shall have any further rights or obligations hereunder as to the Property in question (except as expressly set forth in this Agreement).
Failure of Title. (i) If, prior to the expiration of the Inspection Period, title to any particular Parcel is not insurable and the applicable Seller does not elect to cure the same as provided in Section 4(c)(iii)(A) above, Buyer may elect, as its sole right and remedy by reason thereof (other than with respect to Buyer’s rights and remedies under Section 4(f)), within five (5) Business Days of a Seller’s election in accordance with Section 4(c)(iii) above, either to (A) retain such affected Parcel as part of the transaction based on the existing title that can be conveyed, with no abatement of the Purchase Price, or (B) subject to the provisions of Section 5 (including, without limitation, the Excluded Parcel Cap), designate the applicable affected Parcel as an Excluded Parcel, in which event Section 5(c) shall apply. Failure by Buyer to timely make the election described in clause (B) of this Section 4(d) shall be deemed an election by Buyer to proceed under clause (A) of this Section 4(d).
Failure of Title. Any defects of title that may develop shall be the joint responsibility of all parties and, if a title loss occurs, it shall be the loss of all parties, with each bearing its proportionate part of the loss and of any liabilities incurred in the loss. If such a loss occurs, there shall be no change in, or adjustment of, the interests of the parties in the remaining portion of the Unit Area or Area of Interest.
Failure of Title. If at the Skylift Closing or on the Closing Date, as applicable, title to the Real Property is not insurable or if the Assets are subject to any Encumbrance or title defect which is not a Permitted Encumbrance, and the Seller is unable to cure the same, the Purchaser may elect, as its sole right and remedy, either (i) to take such title to the Assets as the Seller can convey, with no abatement of the Purchase Price (except to the extent of monetary liens and security interests of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement. Seller shall obtain a release of all mortgages, liens and security interests encumbering the Real Property or the Tangible Personal Property, other than Permitted Encumbrances, prior to the Skylift Closing with respect to the Skylift Assets and prior to Closing with respect to the Cypress Assets. Seller and Purchaser acknowledge the existence of certain survey defects with respect to the Skylift Premises which the Purchaser and Seller have agreed to resolve in the manner described in Section 4.2.7 of this Agreement.
Failure of Title. If Seller shall be unable to convey title to the Property or any portion thereof at Closing in accordance with the provisions of this Agreement: (i) Seller shall, on or prior to the Closing, give notice of such inability (and the nature thereof) to Buyer; and (ii) Buyer may either accept such title as Seller can convey, without abatement of the Purchase Price, except as provided in Section 2.01, or terminate this Agreement, in which event the Deposit, less One Hundred Dollars ($100.00) which shall be paid to Seller as consideration for entering into this Agreement, shall be immediately returned to Buyer. If such inability is due to the act or omission of Seller, however, Seller shall be in default and Buyer shall have the rights set forth in 7.02 below.
Failure of Title. If on the Closing Date title to the Premises is not insurable because of a material defect in title arising during the period from the date hereof until Closing (the "Title Run-Down") and which Seller cannot cure prior to the Closing Date Buyer may elect, as its sole right and remedy, either (i) to take such title to the Premises as Seller can convey, with abatement of the Purchase Price only to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price or (ii) to terminate this Agreement and receive on written demand to Seller and Escrowee the return of the Deposit. Upon the return of the Deposit, this Agreement shall be null and void, neither party shall have any further rights or obligations under this Agreement (except for the confidentiality and indemnity obligations of Buyer to Seller as set forth in Paragraph 16 of this Agreement which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller.
Failure of Title. If for any reason whatsoever, the Title Company cannot furnish Lender with the Confirmatory Report, this Agreement shall terminate, and Borrower and Lender shall be released of all liabilities and obligations hereunder; provided, however, that (a) the Lender may waive any title exception or defect which is not among Title Exceptions, and (b) Borrower shall have thirty (30) days after being advised by the Title Company of such a title exception or defect not so waived in which to cure the same.
