Title Defect Amount Sample Clauses

Title Defect Amount. The “Title Defect Amount” means the amount by which the Allocated Value of the Title Defect Property 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:

Title Defect Amount. The amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of a Title Defect shall be the

Title Defect Amount. If any Title Defect is not cured or removed prior to Closing and Buyer does not waive such Title Defect, then the Purchase Price payable at Closing by Buyer shall be reduced pursuant to Article 11(a)(iv) by an amount equal to the following (hereinafter referred to as the “Title Defect Amount”): (i) if Buyer and Seller agree on the amount, then that amount shall be the Title Defect Amount; (ii) if the Title Defect represents a decrease in (A) the actual net revenue interest for any Well, below (B) the net revenue interest set forth in Exhibit B for such Well, then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well multiplied by (z) a fraction, the numerator of which is the net revenue interest shown on Exhibit B minus the actual net revenue interest for such Well and the denominator of which is the net revenue interest for such Well set forth in Exhibit B; (iii) if the Title Defect represents Seller owning a working interest in a Well or Property which is larger than the Working Interest shown on Exhibit B, but only to the extent there is not a proportionate increase in the net revenue interest for such Well or Property, then the Title Defect Amount shall be the product of (y) the Allocated Value of such Well or Property multiplied by (z) a fraction, the numerator of which is the working interest increase and the denominator of which is the working interest shown for such Well or Property on Exhibit B. (iv) if the Title Defect represents a suspended interest or non-consent/deemed non-consent election by Seller in a Well, other than those disclosed on Schedule 5(f), which causes Seller to not receive any revenue from such Well, the Title Defect Amount shall be the Allocated Value for such Well. (v) if the Title Defect results from a lack of information provided by Seller to prove Seller’s ownership of any or all of the W▇▇▇▇, as shown on Exhibit B, then (a) if Buyer is able to calculate a working interest and/or net revenue interest from the limited title documentation provided by Seller for such Well, the Title Defect amount shall be the Allocated Value for such Well multiplied by the difference between the working interest and/or net revenue interest shown on Exhibit B for such Well and the working interest and/or net revenue interest for such Well calculated by Buyer, or (b) if Buyer is unable to calculate a working interest and/or net revenue interest from the limited title documentation provided by Seller for such Well,...

Title Defect Amount. The “Title Defect Amount” means the amount determined in accordance with the following methodology, terms and conditions:

Title Defect Amount. The amount by which the Allocated Value of the affected Title Defect Property is reduced as a result of the existence of a Title Defect shall be the “Title Defect Amount” and shall be determined in accordance with the following terms and conditions: (i) if Buyer and Seller’s Representative agree on the Title Defect Amount, then that amount shall be the Title Defect Amount; (ii) if the Title Defect is an Encumbrance that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property; (iii) if (A) the Title Defect represents a discrepancy between (1) any Seller’s Net Revenue Interest with respect to any Target Formation for any Tract or with respect to any Well and (2) such Seller’s Net Revenue Interest with respect to such Target Formation for such Tract or with respect to such Well as set forth in Exhibits A-2 or A-1, as applicable, and (B) such Seller’s Working Interest with respect to such Target Formation for such Tract or with respect to such Well is less than such Seller’s Working Interest with respect to such Target Formation for such Tract or with respect to such Well as set forth in Exhibits A-2 or A-1, as applicable, in the same proportion to such Net Revenue Interest decrease, then the Title Defect Amount shall be the product of (x) the Allocated Value of such Title Defect Property, multiplied by (y) a fraction, the (I) numerator of which is the Net Revenue Interest decrease with respect to such Target Formation for such Tract or with respect to such Well, and (II) denominator of which is the Net Revenue Interest with respect to such Target Formation for such Tract or with respect to such Well as set forth in Exhibits A-2 or A-1, as applicable; (iv) if (A) the Title Defect for any Tract is the actual failure of a Seller to own the represented Net Acres with respect to any Target Formation for such Tract as shown under the column titled “Seller Net Acres” on Exhibit A-2 throughout the duration of the productive life of such Tract, and (B) such Title Defect does not have an adverse impact on the Allocated Value of the remainder of such Tract, then the Title Defect Amount will be the product of (x) the Allocated Value of such Title Defect Property, multiplied by (y) a fraction, the (I) numerator of which is the positive difference between the (a) Net Acres with respect to such Target Formation for such Tract as shown under the column titled “Sell...

Title Defect Amount. Annex A, as prepared by Buyer and agreed to by Seller, shows the Allocated Value assigned to the Properties. With respect to each Title Defect that is not cured on or before the Closing, the number of Parent Shares to be issued at Closing shall be reduced, subject to this Article VIII, by reference to the Title Defect Amount with respect to such Title Defect Property. The reduction in the number of Parent Shares shall be determined in the aggregate as described in Section 2.3(c). The Property affected by such uncured Title Defect shall be a “Title Defect Property.” The “Title Defect Amount” resulting from a Title Defect shall be determined in accordance with the following terms and conditions: (a) if Buyer and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount; (b) if a Title Defect is a deed of trust, mortgage or pledge that is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property; (c) if a Title Defect as to any Well or Lease represents solely a negative discrepancy between (A) the actual Net Revenue Interest for any such Well or Lease and

Title Defect Amount. The term "

Title Defect Amount. The “Title Defect Amount” resulting from a Title Defect shall be determined as follows: (1) If Buyer and Seller agree in writing on the Title Defect Amount, then the amount shall be the Title Defect Amount; (2) If the Title Defect is an Encumbrance on a Title Defect Property securing any indebtedness, the Title Defect Amount shall be the total amount to discharge in full such indebtedness so that such Encumbrance no longer burdens the Title Defect Property; (3) if the Title Defect as to any Lease or Well set forth on Exhibit A-1 or Exhibit A-2, as applicable, is the actual failure of Seller to own the represented NRI for such Lease or Well as set forth on Exhibit A-1 or Exhibit A-2, as applicable, then the Title Defect Amount will be equal to the product of (i) the Allocated Value of such Title Defect Property multiplied by (ii) a fraction, the numerator of which is the positive difference between (A) the NRI as to such Title Defect Property described on Exhibit A-1 or Exhibit A-2, as applicable, minus (B) the actual NRI as to such Title {JK01396073.28 } Defect Property, and the denominator of which is the NRI as to such Title Defect Property described on Exhibit A-1 or Exhibit A-2, as applicable; (4) if the Title Defect represents an Encumbrance, or other defect in title to the Title Defect Property of a type that does not fall into Section 4.1(d)(1), Section 4.1(d)(2) or Section 4.1(d)(3), then the Title Defect Amount shall be determined by the Parties in good faith, taking into account all relevant factors, including the following: (i) the Allocated Value of the affected Title Defect Property; (ii) if the Title Defect represents only a possibility of title failure, the probability that such failure will occur; (iii) the portion of the Title Defect Property affected by the Title Defect; (iv) the legal effect of the Title Defect; (v) the potential economic effect of the Title Defect over the life of the Title Defect Property including the net present value of the Title Defect; (vi) the values placed upon the Title Defect by Buyer and Seller; and (vii) such other reasonable factors as are necessary to make a proper evaluation of the Title Defect and a determination of the Title Defect Amount; (5) the Title Defect Amount with respect to a Title Defect Property shall be determined without duplication of any costs or losses included in any other Title Defect Amount; and (6) except for Title Defect Amounts determined pursuant to Section 4.1(d)(2), the aggregat...

Title Defect Amount. The term "Title Defect Amount" means, with respect to any portion of a Lease affected by a Title Defect, the sum of Two Hundred Twenty-Five and No/100 Dollars ($225.00) per net mineral acre of Subject Lands affected by such Title Defect.