Title Defect Amounts. The value of an uncured or unwaived Title Defect (a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

Title Defect Amounts. The value of an uncured or unwaived Title Defect (each, a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Credit Notice. Seller or Buyer, as the case may be, as a “Disclosing Credit Party”, may (but is not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Seller of the existence of and reasonable details regarding the nature of the alleged Title Credit. Seller shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Seller, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Seller (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).

Title Defect Amounts. The value of an uncured or unwaived Title Defect (each, a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

Title Defect Amounts. The value of an uncured or unwaived Title Defect (a “Title Defect Amount”), and any adjustments to the Purchase Price for the same, shall be calculated as follows, without duplication:

Title Credit Amounts. The value of a Title Credit (a “Title Credit Amount”) shall be calculated as follows:

Title Credit Notice. Sellers or Buyer, as the case may be, as a “Disclosing Credit Party,” may (but are not obligated to), give the other Party written notice of alleged Title Credits (a “Credit Notice”) promptly upon the Disclosing Credit Party’s discovery thereof, and in any event, prior to the Title Claims Date. To be effective, such Credit Notice provided by a Disclosing Credit Party shall be in writing, delivered to the other Party prior to the Title Claims Date, and shall include # a reasonably detailed description of the alleged Title Credit, including the Disclosing Credit Party’s detailed findings and reasons for concluding that such alleged Title Credit exists, # the Allocated Value of the Tract affected by the Title Credit, # the amount by which the Disclosing Credit Party reasonably believes that the Allocated Value of the affected Tract is increased by the alleged Title Credit and the computations and information upon which the Disclosing Credit Party’s belief is based, and # all supporting information and documents in the Disclosing Credit Party’s possession or reasonable control relating to such asserted Title Credit necessary for the other Party to verify such Title Credit and the value thereof; provided, however, that an alleged failure to comply with [subsections (i) through (iv)] above shall not cause any such Credit Notice to be invalid or any Title Credit to be waived so long as the Credit Notice is timely delivered and it provides reasonably sufficient notice and supporting documents to Sellers of the existence of and reasonable details regarding the nature of the alleged Title Credit. Sellers shall be deemed for any and all purposes to have waived, and Buyer shall have no liability for, all Title Credits # of which Buyer has not received a Credit Notice from Sellers, or # for which Buyer has failed to provide a Credit Notice to Seller, on or before the Title Claims Date meeting the requirements of this Section 3.2(b). Prior to the Title Claims Date, the Party receiving a Credit Notice shall notify the Disclosing Credit Party if any written alleged Title Credits received from the Disclosing Credit Party on or before the Title Claims Date do not comply with the provisions of this Section 3.2(b). Upon a Party’s receipt on or prior to the Title Claims Date of any Credit Notice, such Party shall review such Credit Notice in good faith and determine whether it believes such Credit Notice meets the requirements of this Section 3.2(b). If a Party determines that any Credit Notice fails to meet the requirements of this Section 3.2(b), such Party shall provide written notice to the Disclosing Credit Party of such determination (and reasonable detail of the basis for such determination) (a “Credit Deficiency Notice”) as soon as reasonably practicable following such Party’s receipt of the Credit Notice. Notwithstanding anything to the contrary, with respect to each Credit Notice received by Buyer on or prior to the Title Claim Date, Buyer may not dispute any alleged Title Credit set forth in any such Credit Notice on the basis that it did not meet the requirements of this Section 3.2(b) unless it provides prompt written notice to Sellers (no later than five (5) Business Days following the Title Claim Date) of the basis upon which Buyer (acting in good faith) has determined that the Credit Notice failed to meet the requirements of this Section 3.2(b).