Uncured Title Defects Sample Clauses

The "Uncured Title Defects" clause addresses situations where defects in the legal ownership or title to a property have not been resolved by a specified deadline. Typically, this clause outlines the rights and remedies available to the parties if such defects remain uncorrected, such as allowing the buyer to terminate the agreement, request a price reduction, or require the seller to take further action. Its core function is to protect the buyer from inheriting unresolved title issues, ensuring that they receive clear and marketable ownership, and to provide a clear process for handling unresolved title problems.
Uncured Title Defects. If at the Closing Date, a Title Defect identified by Buyer pursuant to Section 2.1 of this Annex I remains uncured and Sellers have not notified Buyer of their election to attempt to cure such Title Defect, then the Purchase Price to be paid at the Closing shall be reduced by the amount by which the Title Defect Amount exceeds the Title Defect Threshold. If after the Cure Period, a Title Defect that Sellers have elected to cure remains uncured, then the following provisions shall apply: (a) the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount attributable to such Title Defect; (b) if Sellers believe in good faith that Sellers can cure such Title Defect. Sellers may continue to attempt to cure such Title Defect for an additional ninety (90) days; (c) if after such additional ninety (90) day period, such Title Defect remains uncured. the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount for such Title Defect; and (d) if Sellers cure such Title Defect on or before the expiration of such ninety (90) day period, Buyer shall reimburse Sellers the Title Defect Amount attributable to such Title Defect. In the event that the Title Defect Deductible has not been factored into an adjustment of the Purchase Price at Closing, then the Title Defect Amount used in the Final Settlement Statement shall be reduced by the Title Defect Deductible.
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Uncured Title Defects. If at the Closing Date, a Title Defect identified by Buyer pursuant to Section 2.1 of this Annex I remains uncured and Seller has not notified Buyer of its election to cure such Title Defect, then the Purchase Price to be paid at the Closing shall be reduced by an amount equal to the Title Defect Amount. There shall not be any reduction of the Purchase Price at Closing for any Title Defects that Seller has elected to cure or has disputed. If after the Cure Period, a Title Defect that Seller has elected to cure remains uncured, then the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount.
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Uncured Title Defects. 52 11.4 DISPUTES.................................................................... 53
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Uncured Title Defects. If there are Uncured Title Defects, then if the Uncured Title Defects Value: (a) is equal to or less than [Redacted] of the Bid Price, the Parties shall complete the Purchase pursuant hereto without adjustment to the Bid Price on account of those Uncured Title Defects; (b) is greater than [Redacted] of the Bid Price, subject to Section 11.3(c), the Bid Price shall be reduced by the Uncured Title Defects Value and the Closing will proceed; and (c) exceeds [Redacted] of the Bid Price, either Sellers or Purchaser may terminate this Agreement on written notice to the other Party and the Guarantors at or before not later than two Business Days before the Closing Date (but not thereafter), in which case the provisions of Article 16 shall apply.
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Uncured Title Defects. (a) If Sellers receive a notice pursuant to Section 6.1(b) in respect of Title Defects and does not cure such Title Defects (the “Uncured Title Defects”) then: (i) if the cumulative amount by which the value of the Affected Assets has been reduced as a result of the Uncured Title Defects is less than or equal to the Defect Adjustment Threshold, Purchaser shall complete the purchase of the Company Stock without adjustments to the Purchase Price on account of such Title Defects; (ii) subject to Section 6.2(a)(iii), if the cumulative amount by which the value of the Affected Assets has been reduced as a result of the Uncured Title Defects is greater than the Defect Adjustment Threshold but less than the Defect Termination Threshold, Purchaser may elect on or before ten (10) days prior to the Closing Date to: A. with the agreement of Sellers, grant a further period of time within which Sellers may cure or remove the Uncured Title Defects; B. waive the Uncured Title Defects and proceed with Closing; or C. not waive the Uncured Title Defects, in which event the Purchase Price (by adjustment to the Base Purchase Price) shall be reduced by the value agreed to in accordance with Section 6.1(d) or determined in accordance with Section 6.2(b) which is above the Title Deductible and proceed with Closing; and (iii) if the cumulative amount by which the Base Purchase Price has been reduced as a result of the Uncured Title Defects not waived by Purchaser is equal to or greater than the Defect Termination Threshold, then Sellers or Purchaser may elect to terminate this Agreement in its entirety by written notice to the other no later than one Business Day prior to Closing. Failure by Purchaser to elect or to elect in a timely manner shall be conclusively deemed to be an election to waive all Uncured Title Defects. (b) If Sellers deliver a notice regarding Title Defects pursuant to Section 6.1(d) disagreeing with Purchaser on the validity or the amount of a Title Defect, then for purposes of the allocation of value to any particular portion of the Oil and Gas Assets for the purposes of Section 6.2(a), Sellers and Purchaser shall meet and use reasonable efforts to agree on the validity of the Title Defect and the amount of any required adjustment to the Base Purchase Price. In determining any required adjustment to the Base Purchase Price, it is the intent of the Parties to include, when possible, only that portion of the Oil and Gas Assets adversely affected by the Uncured...
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Uncured Title Defects. (a) If there are Uncured Title Defects: (i) if the Uncured Title Defects Value is equal to or less than five (5%) percent of the Asset Bid Price, the Parties shall complete the purchase and sale of the Assets pursuant hereto without adjustment to the Purchase Price on account of such Title Defects; (ii) subject to Subsections 11.3(a)(iii) and 11.3(b), if the aggregate Uncured Title Defects Value in respect of the Assets is greater than the five (5%) percent of the Asset Bid Price, the Asset Bid Price shall be reduced in respect of the Assets by the amount by which the Uncured Title Defects Value in respect of the Assets exceeds five (5%) percent of the Asset Bid Price; (iii) subject to Subsection 11.3(b), if the aggregate of the Uncured Title Defects Value for the Assets under this Agreement exceeds fifteen percent (15%) of the Asset Bid Price, either Vendor or Purchaser may terminate this Agreement upon written notice to the other Parties at or before Closing (but not thereafter), in which case Subsection 2.4(d) shall be applicable and the Parties shall have no further obligation to each other under this Agreement. (b) Notwithstanding Subsections 11.3(a)(ii) and 11,3(a)(iii), if the Uncured Title Defects Value is greater than five (5%) percent of the Asset Bid Price and the Parties agree to delay Closing: (i) Vendor shall make reasonable attempts to cure or remove the Uncured Title Defects prior to the new Closing Date; and (ii) The provisions of Sections 11.2, 11.3 and 11.4 shall again be applicable.
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Uncured Title Defects. If MPC or SSA is either unwilling or unable to cure any Title Defect, NTI may elect, on a property-by-property basis, to receive a credit against, or reduction of, the Purchase Price (and Estimated Purchase Price), as applicable, in an amount equal to the lesser of (i) the amount necessary to cure such Title Defect or (ii) the reduction in the fair market value of the property or properties caused by any such Title Defect, as reasonably determined by MPC and agreed to by NTI; provided, however, that if the Title Defects with respect to: (x) any property identified in Section 7.10(e) of the Disclosure Schedules, exceeds, either individually or collectively, 100% of the dollar value assigned to such property in Section 7.10(e) of the Disclosure Schedules, or if such Title Defects could prohibit the current use of or access to the subject property, then NTI may elect to exclude such property from the Contemplated Transactions, in which case such property will not be conveyed to NT Retail or the Third-Party to the Sale and Leaseback Transaction, as applicable, MPC or SSA, as applicable, will continue to own or hold the subject property, and the Purchase Price (and Estimated Purchase Price) will be reduced by the dollar value assigned to such property in Section 7.10(e) of the Disclosure Schedules; or (y) any other property, if such Title Defects could prohibit the current use of or access to the subject property, then NTI may elect to exclude such property from the Contemplated Transactions, in which case such property will not be conveyed to SPP Refining and MPC or SSA, as applicable, will continue to own or hold the subject property, and the Purchase Price will be reduced appropriately to reflect (i) for any property that is utilized to generate EBITDA for the Businesses, the reduction in the value of the Businesses being acquired based on the EBITDA generated by the Businesses attributable to the operations of the subject property, or (ii) for any property that is not utilized to generate EBITDA for the Businesses (by way of example but not limitation, buffer property), the assessed value for ad valorem tax purposes of such property. If NTI disagrees with MPC’s determination of the amount to cure any Title Defect with respect to any parcel of property, the reduction in market value attributable to any Title Defect of the subject property, or the reduction in the value of the Businesses attributable to the exclusion of the operations of the subject property,...
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Uncured Title Defects. If after the Cure Period, a Title Defect that Seller has elected to cure remains uncured, then the following provisions shall apply: (a) the Purchase Price shall be reduced in the Final Settlement Statement by an amount equal to the Title Defect Amount; (b) if Seller believes in good faith that Seller can cure such Title Defect, Seller may continue to attempt to cure such Title Defect for an additional ninety (90) days; and (c) if Seller cures such Title Defect on or before the expiration of such ninety (90) day period, Buyer shall reimburse Seller the Title Defect Amount attributable to such Title Defect. In the event that the Title Defect Deductible has not been factored into an adjustment at Closing, then the Title Defect Amount used in the Final Settlement Statement shall be reduced by the Title Defect Deductible.
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Uncured Title Defects. Except as provided for in Section 8.14.1.4 and only if the subject Title Defect exceeds the Title Defect thresholds in Section 8.14.1.4 above, if BP Products is either unwilling or unable to cure any Title Defect, Buyer may elect, on a property-by-property basis, to receive a reduction of the Base Purchase Price in an amount equal to the lesser of (i) the amount necessary to cure such Title Defect or (ii) the reduction in the fair market value of the property or properties affected by any such Title Defect, as reasonably determined by BP Products and agreed to by Buyer (such amount, the “Title Defect Amount”). If Buyer and BP Products disagree over the determination of the amount to cure any Title Defect with respect to any parcel of property or the reduction in fair market value attributable to any Title Defect on the subject property, Buyer and BP Products shall use Reasonable Efforts to resolve such disagreement within ten (10) Business Days. To the extent the foregoing resolution of any such reduction in the Base Purchase Price with respect to a property cannot be accomplished prior to Closing, Buyer may withhold one-half of the proposed reduction in the Base Purchase Price at Closing and the Parties shall resolve such issue post-Closing. Upon such resolution Buyer or BP Products shall make a payment to the other to reflect the Finally Determined reduction, if any. Notwithstanding anything to the contrary in this Section 8.14.1.5, Buyer shall be permitted at any time prior to and after Closing to work with the Title Company and/or any surveyor to remove, insure around, revise or otherwise modify any matter shown on any title commitment or survey, regardless of whether such matter is a Permitted Encumbrance, an uncured Title Defect, or any other matter affecting the subject property without waiving any of its rights under this Section 8.14.1.5.
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Related to Uncured Title Defects

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).

  • Notice of Title Defects (a) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller by 5:00 p.m. Central Standard Time on the expiration date of the Examination Period and (iii) describe the Title Defect in reasonable detail, to the extent then reasonably known by Buyer (including the estimated value of such Title Defect as determined by Buyer). Any matters that may otherwise constitute Title Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) subject to Section 3.05(a), attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C. (c) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount reasonably expected to be necessary to be paid to remove the lien from the affected Asset. (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or unit or Well location is less than that stated in Exhibit C or the Working Interest attributable to any Well or unit or Well location is greater than that stated in Exhibit C, then the Title Defect Value shall take into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. (iii) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the life of the affected Asset. (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (v) The Title Defect Value shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the W▇▇▇▇, units or other Assets affected thereby. (vii) Such other factors as are reasonably necessary to make a proper evaluation.

  • Environmental Defects If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

  • Remedies for Title Defects (a) With respect to each Title Defect that Seller does not cure on or before the Closing, except as otherwise provided in this Section 3.05, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed upon in writing by Buyer and Seller or, if Buyer agrees, Seller shall indemnify Buyer pursuant to Section 14.04 against all costs which Buyer may incur in connection with such Title Defect. If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall apply. (b) Except for those affected Assets which Seller elects to exclude from this transaction pursuant to Section 3.04(b)(ii), if on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value attributable thereto, either Party shall have the right to elect to have the validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect, or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such affected Asset as set forth on Exhibit C. Upon resolution of such dispute, the Allocated Value of that Asset less the Title Defect Value, if any, found to be attributable to such Title Defect shall, subject to this Section 3.05, be paid by Buyer to Seller and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. (c) Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in Section 3.09(a)) does not exceed $50,000 then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects (as hereinafter defined) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects and Environmental Defects does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess.