Title Defect Value. “Title Defect Value” means the amount by which the Allocated Value of an Asset has been reduced by a Title Defect. In determining the Title Defect Value, the Parties intend to include only that portion of the Asset affected by the Title Defect. The Title Defect Value may not exceed the Allocated Value of the Asset and shall be determined by the Parties in good faith taking into account all relevant factors, including without limitation, the following:
Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable:
Title Defect Value. “Title Defect Value” means the value of the Title Defect determined in accordance with the following:
Title Defect Value. In determining which portion of the Assets constitute a Title Defect, it is the intent of the parties to include, to the extent possible, only that portion of the Assets that is adversely affected by the defect. The Defect Value shall be determined by the parties in good faith taking into account all relevant factors, including, but not limited to, the following:
Title Defect Value. “Title Defect Value” means the value of the Title Defect as determined by Buyer in good faith, taking into account all relevant factors, including but not limited to the following:
Title Defect Value. The Title Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) If the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit B and there is a corresponding proportionate decrease in Working Interest, then the Title Defect Value is the product of the Allocated Value of such Asset multiplied by a fraction, the numerator of which is the difference between the Net Revenue Interest set forth in Exhibit B and the actual Net Revenue Interest, and the denominator of which is the Net Revenue Interest stated in Exhibit B;
Title Defect Value. “Title Defect Value” means, with respect to an Asset, the reduction in such Asset’s Allocated Value as of 5:00 p.m., Houston, Texas, time on the Business Day immediately before the Defect Notice Deadline caused by an uncured Title Defect with respect to such Asset, taking into account the nature of the Title Defect and any subsequent cure of such Title Defect by the Seller; provided, however, that: (a) in determining the Title Defect Value, the reduction in the Asset’s value shall be based on the Allocated Value; (b) the Title Defect Value shall not exceed the cost to cure the related Title Defect (if the cost to cure is reasonably determinable); (c) the aggregate amount of Title Defect Values attributable to all Title Defects affecting an Asset shall not exceed the Allocated Value of such Asset; (d) subject to the foregoing, if a Title Defect is a Lien that is undisputed and liquidated in amount, the Title Defect Value shall be the amount necessary to be paid to remove the Lien; and (e) if a Title Defect affects an Asset for less than its full productive life, the Title Defect Value shall be reduced to take into account the applicable time period only.
Title Defect Value. If Seller elects not to cure any such Title Defect or is unable to cure any such Title Defect prior to the Cure Deadline as provided above, then the value of each such Title Defect (the “Title Defect Value”) shall be determined as follows:
Title Defect Value. 22 4.2. Purchase Price Adjustments for Title Defects. 24 A. Notices of Title Defects. 24 4.3. Title Defect Adjustments. 24 A. Seller’s Response to Defect Notice. 24 B. If Seller Disagrees with Title Defect Notice. 24 C. Effect of Seller’s Failure to Deliver Response to Defect Notice. 24 D. Seller’s Agreement with Defect Notice and Seller’s Election Not to Cure. 24 E. Seller’s Agreement with Defect Notice and Seller’s Election to Cure. 25 F. Cure of Title Defects by Seller After Closing. 25 4.4. Title Defect Disputes. 25 4.5. Interest Additions. 26 4.6. Casualty Loss. 26 4.7. Preferential Rights and Consents to Assign. 26 4.8. Required Consents. 26 A. Buyer’s Obligation Prior to Closing. 26
Title Defect Value. It is the intent of the Parties to include in the calculation of a Title Defect Value, to the extent possible, only that portion of any Asset (whether a Lease or a Well) that is affected by a Title Defect. The “Title Defect Value” for a Title Defect shall not exceed the Allocated Value of the Asset, and shall be the amount by which the Allocated Value of the Asset affected by such Title Defect is reduced as a result of the existence of such Title Defect and shall be determined in accordance with the following methodology, terms and conditions:
