Title Escrow Amount definition

Title Escrow Amount means (I) with respect to all Title Defects subject to a Title Disputed Matter, the Allocated Value of the affected Transferor Asset, and (II) with respect to all Title Benefits subject to a Title Disputed Matter, the Title Benefit Amount associated with such Title Benefit. Further, the Title Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, who shall be an oil and gas title attorney licensed in North Dakota with a minimum of 10 years’ experience with title issues affecting the types of properties which are the subject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before thirty (30) days after Closing, Transferee and Transferor shall present their respective positions in writing to the arbitrator, together with such evidence as each Party deems appropriate. The arbitrator shall be instructed to resolve the Dispute through a final decision within twenty (20) days after submission of the matters in Dispute and the final decision may be reflected in the Final Settlement Statement. Upon final resolution of any Title Disputed Matters with respect to any Title Defects that are subject to such Title Disputed Matters, the Parties shall make the election of remedies under Section 4.2(c) and take such further actions as are necessary to carry out such election including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount. Upon final resolution of any Title Disputed Matters with respect to any Title Benefits that are subject to such Title Disputed Matters, the Parties shall take such further actions as are necessary to carry out the arbitrator’s decision including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount. All of Transferor’s covenants under Article 8 will apply to the Title Defect Property until such time as the Parties have taken such actions as are required based on the arbitrator’s decision.
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Title Escrow Amount has the meaning set forth in Section 2.3.
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Title Escrow Amount is defined in Section 3.1(e)(i).
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Examples of Title Escrow Amount in a sentence

  • Amounts required to be paid by one party to the other pursuant to the preceding sentence shall first be satisfied from any Title Escrow Amount (and Buyer and Seller shall issue a joint instruction letter to the Escrow Agent regarding prompt payment of the Title Defect Amount in the amount of such true-up obligation to Seller).

  • If the Title Escrow Amount is not sufficient to satisfy either party’s true-up obligation in full, such party shall satisfy the balance of such obligation by making an out of pocket cash payment to the other party.

  • In the event that Seller fails to cure such Title Defect on or before the expiration of the Cure Deadline, Seller and Buyer shall execute and deliver joint written instructions to the Escrow Agent to release the Title Escrow Amount or Transfer Agent to release number of Title Escrow Shares, as applicable, attributable to such Title Defect to Buyer.

  • Upon final resolution of any Title Disputed Matters with respect to any Title Benefits that are subject to such Title Disputed Matters, the Parties shall take such further actions as are necessary to carry out the arbitrator’s decision including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount.

  • Subject to the terms and conditions set forth in this Section 8.9, Buyer shall cause the Title Escrow Amount and Environmental Escrow Amount to be deposited on the Closing Date with the Escrow Agent pursuant to the terms of the Escrow Agreement.

  • For purposes of the foregoing, (x) any such Title Escrow Amount will be deposited by Buyer into an escrow sub-account established pursuant to the Cash Escrow Agreement (the “Cash Defect Escrow Account”) at Closing and (y) any such Title Escrow Shares will be deposited by Buyer into an escrow account established pursuant to the Stock Escrow Agreement (the “Stock Defect Escrow Account”) at Closing.

  • Upon final resolution of any Title Disputed Matters with respect to any Title Defects that are subject to such Title Disputed Matters, the Parties shall make the election of remedies under Section 4.2(c) and take such further actions as are necessary to carry out such election including executing the Liberty Assignment or Emerald Assignment, as applicable, and delivering joint written instructions to the Escrow Agent directing the distribution of the Title Escrow Amount.


More Definitions of Title Escrow Amount

Title Escrow Amount means $2,500,000.
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Title Escrow Amount means (I) with respect to all Title Defects subject to a Title Disputed Matter, the Value of the affected Emerald Asset, and (II) with respect to all Title Benefits subject to a Title Disputed Matter, the Title Benefit Amount associated with such Title Benefit. Further, the Title Disputed Matters will be finally determined by binding arbitration before an independent arbitrator appointed by the Parties, who shall be an oil and gas title attorney licensed in North Dakota or Colorado with a minimum of 10 years’ experience with title issues affecting the types of properties which are the subject of the Title Disputed Matters. The arbitrator shall employ such independent attorneys, petroleum engineers and/or other consultants as deemed necessary. On or before thirty (30) days after Closing, K▇▇▇ and Emerald shall present their respective positions in writing to the arbitrator, together with such evidence as each Party deems appropriate. The arbitrator shall be instructed to resolve the dispute through a final decision within twenty (20) days after submission of the matters in dispute. In the event that arbitration is selected by the Parties, then the Party that loses the matters in dispute as determined by the arbitrator’s decision shall pay the full amount of any costs or fees assessed or charged by the arbitrator acting pursuant to this Section 4.3.
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