FRACTION, THE NUMERATOR OF WHICH IS THE UPWARDLY REVISED NET REVENUE INTEREST
AND THE DENOMINATOR OF WHICH IS THE NET REVENUE INTEREST STATED ON EXHIBIT
1.2(B) AND EXHIBIT 1.2(C) MINUS (II) ONE.
(F)
SELLER AND PURCHASER SHALL ATTEMPT TO AGREE ON ALL TITLE DEFECT
AMOUNTS AND TITLE BENEFIT AMOUNTS PRIOR TO CLOSING. IF SELLER AND PURCHASER ARE
UNABLE TO AGREE BY NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO CLOSING, THE
DISPUTE SHALL BE SUBMITTED TO BINDING ARBITRATION AS PROVIDED IN SECTION 7.14.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THERE SHALL BE NO
ADJUSTMENTS TO THE PURCHASE PRICE OR OTHER REMEDIES PROVIDED BY SELLER FOR TITLE
DEFECTS UNLESS (I) EACH INDIVIDUAL TITLE DEFECT EXCEEDS $25,000.00 AND (II) THE
AGGREGATE AMOUNT OF ALL UNCURED TITLE DEFECTS EXCEEDS A DEDUCTIBLE IN AN AMOUNT
EQUAL TO ONE PERCENT (1%) OF THE PURCHASE PRICE, AFTER WHICH POINT PURCHASER
SHALL BE ENTITLED TO ADJUSTMENTS TO THE
15
PURCHASE PRICE OR OTHER REMEDIES ONLY WITH RESPECT TO TITLE DEFECTS IN EXCESS OF
SUCH DEDUCTIBLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
AGGREGATE TITLE DEFECT AMOUNTS ATTRIBUTABLE TO THE EFFECTS OF ALL TITLE DEFECTS
UPON ANY TITLE DEFECT PROPERTY SHALL NOT EXCEED THE ALLOCATED VALUE OF THE TITLE
DEFECT PROPERTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN
THE EVENT THAT THE CUMULATIVE REDUCTION TO THE PURCHASE PRICE FOR TITLE DEFECTS
PURSUANT TO ARTICLE 3 EXCEEDS THREE PERCENT (3%) OF THE UNADJUSTED PURCHASE
PRICE, PURCHASER MAY UNILATERALLY TERMINATE THIS AGREEMENT WITHOUT LIABILITY TO
SELLER. IF PURCHASER TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION,
PURCHASER SHALL BE ENTITLED TO A PROMPT REFUND OF THE FULL AMOUNT OF THE DEPOSIT
FROM SELLER.
SECTION 3.6
CONSENTS TO ASSIGNMENT AND PREFERENTIAL RIGHTS TO
PURCHASE.
(A)
SELLER SHALL EXERCISE REASONABLE EFFORTS TO OBTAIN ALL SUCH
PERMISSIONS, APPROVALS AND CONSENTS BY GOVERNMENTAL AUTHORITIES AND OTHERS WHICH
ARE REASONABLY OBTAINABLE BY CLOSING AND ARE REQUIRED TO VEST DEFENSIBLE TITLE
TO THE ASSETS IN PURCHASER.
SELLER SHALL NOTIFY PURCHASER AT LEAST FIVE (5)
BUSINESS DAYS PRIOR TO CLOSING OF ALL REQUIRED THIRD-PARTY CONSENTS TO THE
ASSIGNMENT OF THE ASSETS TO PURCHASER WHICH HAVE NOT BEEN OBTAINED AND THE
ASSETS TO WHICH THEY PERTAIN. IN NO EVENT SHALL THERE BE INCLUDED IN THE
ASSIGNMENT AND BILL OF SALE AT CLOSING ANY ASSET SUBJECT TO A CONSENT
REQUIREMENT THAT PROVIDES THAT TRANSFER OF THE ASSET WITHOUT CONSENT WILL RESULT
IN A TERMINATION OR OTHER MATERIAL IMPAIRMENT OF ANY RIGHTS IN RELATION TO SUCH
ASSET.
IN CASES WHERE THE ASSET SUBJECT TO SUCH A REQUIREMENT IS A CONTRACT AND
PURCHASER IS ASSIGNED THE ASSETS TO WHICH THE CONTRACT RELATES, BUT THE CONTRACT
IS NOT TRANSFERRED TO PURCHASER DUE TO THE UNWAIVED CONSENT REQUIREMENT, SELLER
SHALL CONTINUE AFTER CLOSING TO USE REASONABLE EFFORTS TO OBTAIN SUCH CONSENT SO
THAT SUCH CONTRACT CAN BE TRANSFERRED TO PURCHASER UPON RECEIPT OF SUCH CONSENT.
IN CASES WHERE THE ASSET SUBJECT TO SUCH A REQUIREMENT IS A PROPERTY AND THE
THIRD-PARTY CONSENT TO THE SALE AND TRANSFER OF THE PROPERTY