Defect Adjustments Sample Clauses
Defect Adjustments. No adjustments to the Purchase Price shall be made unless and until the aggregate Title Defect Value exceeds $30,000. In its Title Defect Notice, Treaty shall identify Leases of its choice (the “Included Leases”) that suffer Title Defects in an amount equal to the lesser of (i) the aggregate Title Defect Value of all uncured Title Defects or (ii) $30,000. HighGround shall be under no obligation to cure Title Defects in the Included Leases; instead, HighGround’s entire interest in all of the Included Leases shall be assigned to Treaty at Closing, without any reduction in the Purchase Price and without any continuing liability or responsibility on the part of HighGround in respect of such Title Defects. If, however, the aggregate value of all uncured Title Defects exceeds $30,000, then, only as to Leases suffering from Title Defects that are not Included Leases, each such Lease will not be assigned to Treaty at Closing and the Purchase Price will be reduced at Closing by the Title Defect Value, unless (i) HighGround elects to cure the Title Defect prior to Closing, (ii) Treaty agrees to waive the relevant Title Defect, (iii) HighGround elects on or before Closing to cure such Title Defect no later than 90 days after Closing, or (iv) HighGround, with Treaty’s consent, elects on or before Closing to indemnify Treaty against any loss attributable to the relevant Title Defect. (c) Post-Closing Cure.
(1) If HighGround elects to cure the applicable Title Defect post-Closing, then Treaty shall, pending such post Closing period, withhold and retain from the Purchase Price payable at Closing an amount equal to the Title Defect Value attributable to the affected Lease and HighGround shall not assign the affected Lease to Treaty at Closing.
(2) If HighGround elects to cure the applicable Title Defect post-Closing, but does not cure the applicable Title Defect to Treaty’s reasonable satisfaction within the 90 day time period (or such longer period as may be agreed to by the Parties), Treaty may waive the applicable Title Defect, or if Treaty does not waive the Title Defect, then, the Purchase Price shall be adjusted for the Title Defect Value of the affected Lease in accordance with the terms of this Agreement. If HighGround cures the applicable Title Defect to Treaty’s reasonable satisfaction within the 90-day time period (or such longer period as may be agreed to by the Parties), Treaty shall pay to HighGround the Title Defect Value attributable to the affected Lease ...
Defect Adjustments. If the Assets are affected by Title Defects (excluding any Leases excluded pursuant to Section 4.7), the Purchase Price will be reduced under Section 2.3 by the amount of the Defect Values unless with respect to a Title Defect: (i) Buyer agrees to waive the Title Defect, or (ii) Sellers cure the Title Defect on or before 5:00 p.m. Mountain Time three (3) days before Closing.
Defect Adjustments. With respect to adjustments to the Purchase Price for Title Defects, the Parties agree as follows:
Defect Adjustments. Upon delivery of a timely Environmental Defect Notice, the Parties shall proceed as follows:
(a) With respect to each Environmental Defect asserted by either Party on or before the Defect Notice Date, Laramie or Delta, as applicable, may elect, on or before the date that is two (2) days prior to the Closing Date, to:
(1) reach agreement with other Party on the existence of the Environmental Defect and, subject to Section 5.6(b), adjust the Laramie Payment or Delta Payment, as applicable, by the Environmental Defect Value of the Environmental Defect Property (the “Environmental Defect Adjustment”), whereupon Laramie or Delta, as applicable, shall convey the Environmental Defect Property to the Company at Closing and the Company shall thereafter assume all liability for Remediation of the Environmental Defect Property; or
(2) challenge the existence and/or scope of the Environmental Defect and/or Environmental Defect Value asserted by the other Party pursuant to Section 5.3. If Laramie or Delta, as applicable, elects under Section 5.6 to challenge the existence of an Environmental Defect and/or Environmental Defect Value or challenges the adequacy of any Remediation by the other Party under Section 5.4, and such dispute has not been resolved as of the Closing, then the Environmental Defect Properties affected by the dispute shall not be conveyed at Closing, the Laramie Payment or Delta Payment shall be reduced by the Allocated Values of such Environmental Defect Properties, and the Dispute will be determined pursuant to Section 5.6.
(b) Notwithstanding anything herein provided to the contrary, in no event shall there be any adjustments to the Laramie Payment or Delta Payment, as applicable, or other remedies provided by Laramie or Delta, as applicable, for any Environmental Defect unless the Environmental Defect Values of all Environmental Defects applicable to the Laramie Assets or the Delta Assets, in the aggregate, excluding any Environmental Defects cured by Laramie or Delta, respectively, as applicable, exceed a deductible in an amount equal to $2,500,000 (the “Aggregate Environmental Deductible”). Once the Aggregate Environmental Deductible has been reached as to the Laramie Assets or the Delta Assets, the Company shall be entitled to adjustments to the Laramie Payment or the Delta Payment, as applicable, only with respect to such Environmental Defects in excess of the Aggregate Environmental Deductible.
Defect Adjustments. If an Asset is affected by an undisputed Title Defect and the Parties have agreed upon the Defect Value attributable thereto, the Purchase Price will be reduced by the Defect Value attributable thereto unless Sellers cure the Title Defect on or before 5:00 p.m. Central Time three (3) days before Closing.
Defect Adjustments. If the Assets are affected by Title Defects (excluding any Leases excluded pursuant to the last sentence of this Section 4.6, Section 4.7 or Section 4.8) with an aggregate Defect Value in excess of five percent (5%) of the Purchase Price (the "Title Deductible"), the Purchase Price will be reduced under Section 2.3 by the amount by which such aggregate Defect Values exceed the Title Deductible unless with respect to a Title Defect: (i) Buyer agrees to waive the Title Defect, or (ii) Seller cures the Title Defect on or before 5:00 p.m. Mountain Time one (1) day before Closing. Seller shall have the right to elect (at or prior to Closing) to exclude and retain any Lease affected by Title Defects, in which event such Lease shall be excluded from the Assets to be assigned to Buyer at the Closing and the Purchase Price shall be reduced by an amount equal to the Per Acre Price multiplied by the number of Net Acres for such excluded Lease.
Defect Adjustments. 1. If an Asset is affected by a Title Defect, the Purchase Price will be reduced in the Final Settlement Statement and as set forth below, unless, at Sellers’ election: (i) Sellers cure the Title Defect prior to the Final Settlement Date, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Sellers elect on or before the Final Settlement Date to cure such Title Defect no later than 90 days after closing; (iv) Sellers elect on or before the Settlement Date to indemnify Buyer against any loss attributable to the relevant Title Defect or (v) Sellers elect to exclude the affected Asset from the Transaction and reduce the Purchase Price accordingly. The Purchase Price shall be adjusted only for Title Defects that exceed the Individual Title Threshold.
2. If Sellers elect to cure the relevant Title Defect after the Final Settlement Date, and if Sellers cure the relevant Title Defect to Buyer’s reasonable satisfaction, there shall be no adjustment to the Purchase Price. Subject to the Individual Title Threshold, if Sellers do not cure the relevant Title Defect to Buyer’s reasonable satisfaction, then at Sellers’ election, (i) the Purchase Price shall be adjusted for the Title Defect Value attributable to the applicable Title Defect, or (ii) the affected Asset shall be excluded from this Agreement and the Purchase Price shall be adjusted accordingly.
Defect Adjustments. The sum of (a) all reductions to the Purchase Price resulting from Title Defect adjustment amounts determined by the Parties prior to the Closing (or if not so determined prior to Closing, as determined by Buyer in its reasonable, good faith opinion), less the sum of all Title Benefit adjustment amounts determined by the Parties prior to Closing (or if not so determined prior to Closing, as determined by Buyer in its reasonable, good faith opinion), plus (b) all reductions to the Purchase Price resulting from Environmental Defect Adjustment amounts determined by the Parties prior to Closing (or if not so determined prior to Closing, as determined by Buyer in its reasonable, good faith opinion), shall be no more than ten percent (10%) of the unadjusted Purchase Price; and
Defect Adjustments. No adjustments shall be made to the Purchase Price for any uncured Title Defect unless the aggregate amount of all Notices of Title Defects exceeds five percent (5%) of the Purchase Price, in which case the Purchase Price may be adjusted to such amount as is mutually agreeable to the Parties or, in lieu of an adjustment to the Purchase Price, Seller shall have the option to remedy such Title Defects or to terminate this Agreement and refund the ▇▇▇▇▇▇▇ Money Non-Refundable Deposit to the Buyer. The Parties agree that, upon Closing, any uncured Title Defects shall be deemed to be waived by Buyer.
Defect Adjustments. (i) Sellers shall have the option, but not the obligation, to attempt to cure, on or before three Business Days prior to the Closing Date, any Environmental Defect affecting the Assets that is timely identified under Section 6.3(a).
(ii) If an Environmental Defect timely asserted by Buyer that is not cured by Sellers on or before two Business Days prior to the Closing Date, Buyer and Sellers shall attempt in good faith to reach agreement by Closing on the existence of the Environmental Defect and an adjustment to the Purchase Price which shall be reflected on the Preliminary Settlement Statement, which adjustment shall reflect the lowest reasonable cost to Remediate such Environmental Defect as would a prudent operator (“Environmental Defect Value”). In the event that Buyer and Sellers do not reach such an agreement by Closing, the affected Allocated Property shall be excluded from the Assets to be conveyed at Closing and the Purchase Price shall be reduced by the Allocated Value of the excluded Allocated Property (an “Environmental Defect Exclusion”).