Title and Environmental Matters. THE ONLY REPRESENTATIONS, WARRANTIES, OR COVENANTS BEING MADE BY SELLER WITH RESPECT TO THE COMPANIES’ TITLE TO THE COMPANY ASSETS OR THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE COMPANY ASSETS ARE IN Article V AND EXHIBIT B, AND ALL OTHER REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO TITLE OR THE ENVIRONMENTAL OR PHYSICAL CONDITION OF THE COMPANY ASSETS OF ANY KIND OR NATURE, EITHER EXPRESS, IMPLIED, OR STATUTORY, ARE HEREBY WAIVED AND DISCLAIMED IN THEIR ENTIRETY.
Title and Environmental Matters. 13.1 Title Defects 60 13.2 Title Defect Amount 61 13.3 Limitations on Adjustments for Title Defects 61 13.4 Resolution of Title Defects 62 13.5 Environmental Defects 63 13.6 Resolution of Environmental Defects 63 13.7 Limitations on Adjustments for Environmental Defects 64 13.8 NORM 65 13.9 Sole Remedy 65 ARTICLE XIV GENERAL PROVISIONS 14.1 Survival 66 14.2 Confidentiality 66 14.3 Public Announcements 66 14.4 Notices 66 14.5 Waiver, Waiver of Damages 68 14.6 Entire Agreement; Amendment 68 14.7 Assignment 68 14.8 Severability 68 14.9 Expenses 68
Title and Environmental Matters. (a) After the execution hereof, Buyer shall have the right to conduct such title examination of the Core Assets as Buyer deems necessary or appropriate. If Buyer determines in good faith that any Title Defect and/or Environmental Defect exists, then Buyer may give Sellers written notice on or prior to the Defect Notice Date of any claimed Title Defect and/or Environmental Defect (each such Title Defect and Environmental Defect is referred to as a “Pre-Closing Title/Environmental Defect”). To be effective, each such notice shall set forth (a) a description of the matter constituting the claimed Pre-Closing Title/Environmental Defect, and (b) the proposed Purchase Price reduction for the cost of curing the Pre-Closing Title/Environmental Defect in question. Sellers shall have the right, but not the obligation, to cure any claimed Pre-Closing Title/Environmental Defect on or before Closing. The parties shall reduce the Purchase Price to reflect the mutually agreed upon estimated cost of curing all Pre-Closing Title/Environmental Defects not cured by Sellers prior to Closing (or if no cure is possible, the mutually agreed upon diminution of the value of the affected Core Assets from the Allocated Value of such Core Assets); provided, however, that if the estimated costs to cure such Pre-Closing Title/Environmental Defects and/or diminution in the value in the aggregate exceed the Materiality Threshold, either Buyer or Sellers may terminate this Agreement by giving notice to the other party prior to Closing; further provided, however, that Buyer shall have until Closing to notify Sellers that it waives such amount which exceeds the Materiality Threshold and in such event Sellers will no longer have an option to terminate. Notwithstanding anything herein to the contrary, no adjustment to the Purchase Price for any Pre-Closing Title/Environmental Defects will be made unless the aggregate adjustments for all Pre-Closing Title/Environmental Defects exceed $1,500,000 (the “Title/Environmental Threshold”), but if such Title/Environmental Threshold is met, the adjustment to the Purchase Price for such Pre-Closing Title/Environmental Defects shall be from the first dollar of such defects.
Title and Environmental Matters. 13 Section 4.01 Examination Period 13 Section 4.02 Title Defects 13 Section 4.03 Notice of Title Defects 14 Section 4.04 Remedies for Title Defects 15 Section 4.05 Special Warranty of Title 16 Section 4.06 Preferential Rights to Purchase 19 Section 4.07 Consents to Assignment 19 Section 4.08 Remedies for Title Benefits 20 Section 4.09 Environmental Review 21 Section 4.10 Definitions Used in ARTICLE 4 and in this Agreement 22 Section 4.11 Notice of Environmental Defects 23 Section 4.12 Remedies for Environmental Defects 24 Section 4.13 Independent Experts 25 Section 4.14 Limitation of Remedies For Title Benefits, Title Defects, and Environmental Defects 26 Section 4.15 DISCLAIMER AND WAIVER 26
Title and Environmental Matters. 7 3.1 Seller's Title...............................................7 3.2 Definition of Defensible Title...............................7 3.3 Definition of Permitted Encumbrances.........................8 3.4 Notice of Title Defects: Defect Adjustment.................10 3.5 Consents to Assignment and Preferential Rights to Purchase..11 3.6 Casualty or Condemnation or Expropriation Loss..............12 3.7
Title and Environmental Matters. Except as set forth in Article 13 with respect to the representations and warranties in Section 5.17 and the Special Warranty of Title set forth in Section 3.2(j), Purchaser hereby acknowledges and agrees that this Article 3 and Article 12 set forth Purchaser’s sole and exclusive remedy against any member of the Seller Group with respect to any Defect, the failure of any member of Company Group or any other Person to have title to any of the Assets (whether Record/Beneficial Title or otherwise), and the existence of any Environmental Defect, Environmental Liabilities, Release of Hazardous Substances, or any other environmental condition or obligation with respect to the Assets.
Title and Environmental Matters. The Parties agree and acknowledge that by letter dated March 12, 2013 (the “March 12 Notice”), ASSIGNEE submitted to ASSIGNOR (i) in accordance with Section 5.6.2 of the Purchase and Sale Agreement, a notice of defects that ASSIGNEE asserts constitute Title Defects (the “Alleged Title Defects”), and (ii) a notice of potential Adverse Environmental Conditions (the “Advisory Environmental Matters”) related to the Property, but no Adverse Environmental Conditions were identified prior to Closing. Notwithstanding the provisions of Article 5 of the Purchase and Sale Agreement, the Parties agree that the Alleged Title Defects, Advisory Environmental Matters and any Adverse Environmental Conditions brought by ASSIGNEE following the Closing will be handled as follows:
Title and Environmental Matters. The only representations, warranties, or covenants being made by Seller with respect to the Company’s title to the Company Assets or the environmental or physical condition of the Company Assets are in Section 4.15 and Exhibit C and all other representations, warranties, or covenants related to title or the environmental or physical condition of the Company Assets of any kind or nature, either express, implied, or statutory, are hereby waived and disclaimed in their entirety. Purchase and Sale Agreement
Title and Environmental Matters. The Parties acknowledge that [*] has not developed all of the Leases and that title opinions have not been rendered on the Leases. Teton shall have until March 31, 2005 to examine title to the Leaxxx xnd the environmental condition of the lands covered thereby and deliver to [*] a title defect letter. Teton will use its best efforts to keep [*] informed as to any title defects on an ongoing basis. [*] will have the right for thirty days after the notice of a defect to cure title into Teton. [*] represents that there are [*] net mineral acres included in the Leases without any significant environmental problems, but Teton's sole remedy for a breach of this representation shall be a xxxuction of the Cash Consideration due [*] attributable to the net mineral acres not owned by [*] or not in satisfactory environmental condition. As evidence of the breach, Teton must provide affirmative written evidence that [*]'s title xx xhe Leases in question or the environmental condition of the lands covered thereby is defective to a degree that a reasonably prudent operator in the [*] would not drill (or, in the case of environmental condition, acquire) such Lease until appropriate curative work had been performed. The Parties agree that the value of such acreage is $[*] per net mineral acre. If it is determined that [*] owns more than [*] net mineral acres, then Teton's acquisition of that acreage will be addressed as Additional Leases under Paragraph 5, below. If it is determined that [*] owns less than 138,063 net acres with acceptable title and acceptable environmental condition, then this Transaction shall terminate and the $322,354.36 of additional earnest money shall be refunded by [*] to Teton.
Title and Environmental Matters. (a) Buyer acknowledges that it has completed its examination of title to and the environmental condition of the Cedar State Well and is accepting the same "as is, where is," except for the special warranty of title from Saga Petroleum described in paragraph II4(a) below and except as provided in this paragraph II(2). Reference is made to that Acquisition Title Opinion dated December 1, 2000, prepared by Canon, Short & Xxxxxx (the "Title Opinion"), a copy of which has been furnished by Buyer to Saga Petroleum.
