Common use of Title Defect Adjustments Clause in Contracts

Title Defect Adjustments. (a) No adjustment to the Purchase Price for Title Defects shall be made unless and until, and only to the extent that the individual value of each Title Defect exceeds $25,000.00 or the aggregate value of all Title Defects exceeds one percent (1%) of the Purchase Price. (b) Buyer shall give Seller written notice of Title Defects ten (10) days prior to the Closing Date. Such notice shall be in writing and shall include (i) a description of the Title Defect, (ii) the Allocated Value of the Well affected by the Title Defect and (iii) the amount by which Buyer believes the Allocated Value of such Well has been reduced because of such Title Defect. Buyer shall be deemed to have waived all Title Defects of which Seller has not been given timely notice by Buyer and all Title Defects that do not meet the thresholds for an adjustment to the Purchase Price set forth in Section 5.2(a). (c) Subject to the limitation contained in Section 5.2(a), a Well affected by a Title Defect and the Leases comprising the production unit or proration unit for the Well shall be excluded from the Interests to be purchased by Buyer hereunder and the Purchase Price shall be reduced in accordance with Section 2.2 by an amount equal to the Allocated Value of such Well unless prior to closing, (i) the Title Defect has been removed, (ii) Buyer

Title Defect Adjustments. (a) No adjustment to the Purchase Price for Title Defects shall be made unless and until, and only to the extent that that, the individual value of each Title Defect Defects exceeds $25,000.00 or 10,000 per Well and the aggregate value of all Title Defects to the extent exceeding the foregoing deductible exceeds one percent a threshold of $200,000, except that the foregoing deductible amount shall not apply to any Title Defect that consists of a certain and indisputable lesser net revenue interest than is shown on Exhibit "A-1" (1%including, but not limited to, clerical errors in the preparation of Exhibit "A-1"), and with respect to which Title Defect either (i) the proceeds of production are not being received by Seller for its account or (ii) if proceeds are being received by Seller for its account notwithstanding the Title Defect, continuation of the Purchase Pricereceipt of proceeds of production by Seller would be unlawful. (b) Buyer shall give Seller written notice of Title Defects ten (10) days prior to the Closing Dateimmediately upon discovering such defects, but in no event after August 1, 1997. Such notice shall be in writing and shall include include: (i) a description of the Title Defect, Defect with supporting documentation; (ii) the Allocated Value of the Well affected by the Title Defect and Defect; and (iii) the amount by which Buyer believes the Allocated Value of such Well has been reduced because of such Title Defect. Buyer shall be deemed to have waived all Title Defects of which Seller has not been given timely notice by Buyer and all Title Defects that do not meet the thresholds for an adjustment to the Purchase Price set forth in Section 5.2(a). (c) Subject to the limitation contained in Section 5.2(a), a Well affected by a Title Defect and the Leases comprising the production unit or proration unit for the Well shall be excluded from the Interests to be purchased by Buyer hereunder and the Purchase Price shall be reduced in accordance with Section 2.2 by an amount equal to the Allocated Value of such Well unless prior to closing, (i) the Title Defect has been removed, (ii) Buyer