DEFECT PROPERTY, (IV)
SUPPORTING DOCUMENTS REASONABLY NECESSARY FOR SELLER (AS WELL AS ANY TITLE
ATTORNEY OR EXAMINER HIRED BY SELLER) TO VERIFY THE EXISTENCE OF THE ALLEGED
TITLE DEFECT(S) AND (V) THE AMOUNT BY WHICH PURCHASER REASONABLY BELIEVES THE
ALLOCATED VALUES OF EACH TITLE DEFECT PROPERTY ARE REDUCED BY THE ALLEGED TITLE
DEFECT(S) AND THE COMPUTATIONS AND INFORMATION UPON WHICH PURCHASER'S BELIEF IS
BASED. PURCHASER SHALL BE DEEMED TO HAVE WAIVED ALL BREACHES OF SELLER'S
REPRESENTATION AND WARRANTY OF DEFENSIBLE TITLE IN SECTION 3.1(A) OF WHICH
SELLER HAS NOT BEEN GIVEN NOTICE ON OR BEFORE THE TITLE CLAIM DATE.
(B)
SELLER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO DELIVER TO
PURCHASER ON OR BEFORE THE TITLE CLAIM DATE WITH RESPECT TO EACH TITLE BENEFIT A
NOTICE (A "TITLE BENEFIT NOTICE") INCLUDING (I) A DESCRIPTION OF THE TITLE
BENEFIT, (II) THE LEASES, UNITS OR
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WELLS AFFECTED, (III) THE ALLOCATED VALUES OF THE UNITS OR WELLS SUBJECT TO SUCH
TITLE BENEFIT AND (IV) THE AMOUNT BY WHICH THE SELLER REASONABLY BELIEVES THE
ALLOCATED VALUE OF THOSE UNITS OR WELLS IS INCREASED BY THE TITLE BENEFIT, AND
THE COMPUTATIONS AND INFORMATION UPON WHICH SELLER'S BELIEF IS BASED.
SELLER
SHALL BE DEEMED TO HAVE WAIVED ALL TITLE BENEFITS OF WHICH IT HAS NOT GIVEN
NOTICE ON OR BEFORE THE TITLE CLAIM DATE.
(C)
IN THE EVENT THAT SELLER RECEIVES A TITLE DEFECT NOTICE, SELLER
SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO ATTEMPT, AT ITS SOLE COST, TO
CURE OR REMOVE ANY TITLE DEFECTS OF WHICH IT HAS BEEN ADVISED BY PURCHASER IN
THE TITLE DEFECT NOTICE PRIOR TO CLOSING.
SECTION 3.5
REMEDIES FOR TITLE DEFECTS.
(A)
IN THE EVENT THAT ANY TITLE DEFECT IS NOT WAIVED BY PURCHASER OR
CURED ON OR BEFORE CLOSING SELLER SHALL, AT ITS SOLE ELECTION, SELECT ONE OF THE
FOLLOWING OPTIONS WHICH SHALL APPLY REGARDING UNCURED TITLE DEFECTS:
(I)
THE PURCHASE PRICE SHALL BE REDUCED BY AN AMOUNT AGREED UPON
("TITLE DEFECT AMOUNT") PURSUANT TO SECTION 3.5(D) OR 3.5(F) BY PURCHASER AND
SELLER AS BEING THE VALUE OF SUCH TITLE DEFECT, TAKING INTO CONSIDERATION THE
ALLOCATED VALUE OF THE PROPERTY SUBJECT TO SUCH TITLE DEFECT, THE PORTION OF THE
PROPERTY SUBJECT TO SUCH TITLE DEFECT, AND THE LEGAL EFFECT OF SUCH TITLE DEFECT
ON THE PROPERTY AFFECTED THEREBY; OR
(II)
SELLER MAY RETAIN THE AFFECTED PROPERTY, IN WHICH EVENT THE
AFFECTED PROPERTY SHALL BE DELETED FROM THIS AGREEMENT AND THE PURCHASE PRICE
SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE ALLOCATED VALUE OF SUCH AFFECTED
PROPERTY; PROVIDED, HOWEVER, THAT IF THE TITLE DEFECT AFFECTING THE AFFECTED
PROPERTY IS CURED WITHIN SIX (6) MONTHS OF CLOSING AND SELLER GIVES WRITTEN
NOTICE TO PURCHASER OF ITS ELECTION WITHIN SUCH TIME PERIOD, SELLER SHALL HAVE
THE OPTION TO SELL THE AFFECTED PROPERTY TO PURCHASER AND PURCHASER SHALL HAVE
THE OBLIGATION TO BUY THE AFFECTED PROPERTY FOR THE ALLOCATED VALUE THEREOF,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF THE TRANSACTION HAD
OCCURRED