Common use of Alleged Title Defects Clause in Contracts

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon (A) An “Alleged Title Defect” is any defect or deficiency in title, except for Permitted Encumbrances, that results in any of the following: (1) Creates a lien, claim, encumbrance or other obligation affecting the interests of Seller in the Assets. (2) Diminishes Seller’s net revenue interest (defined as reasonably practicable Seller’s share of the proceeds from the sale of Petroleum Substances produced from and Chevron U.S.A. Inc./ ASPA GUG Asset Sale and Purchase Agreement Dom Ltr (Rev4 May 2009)) Execution Version 42 allocable to the Assets, net of all royalties, overriding royalties, and other burdens on production) from that set forth on Exhibit A – Description of Assets. (3) Increases Seller’s working interest (defined as Seller’s share of the costs of operation, development or production borne by the owner of such interest) from that set forth in Exhibit A – Description of Assets without a corresponding increase in Seller’s net revenue interest, or which creates an ongoing basisobligation to pay costs or expenses in an amount greater than such interest. (B) If, prior to Closing, Buyer becomes aware of any matter Buyer considers to be an Alleged Title Defect as defined in Section 17.2(A), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller in writing as soon as reasonably practicable after Buyer becomes aware of any Properties which are subject to such Alleged Title Defect(sDefect, but, in any event, by 15 July 2010 (the “Defect Notice Date”). Buyer's . (C) Such notice asserting (“Notice of Alleged Title Defect(sDefect”) shall include all of the following information: (1) A specific description of the matter Buyer asserts as an Alleged Title Defect. (2) A specific description of the Asset or portion of the Assets that is affected by the Alleged Title Defect. (3) Buyer’s calculation of the amount by which each Alleged Title Defect has diminished the value of the Assets, such amount to be determined by Buyer in good faith and in a description commercially reasonable manner. (4) All necessary and full explanation (desirable supporting documentation, including any abstracts and all supporting documentation associated therewithtitle opinions or updates thereto that describe or explain the Alleged Title Defect. (D) No adjustment to the Purchase Price for Alleged Title Defects shall be made unless and until, and only to the extent that both of the following occur: (1) With respect to each Lease or parcel of land, the individual value of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty exceeds US$50,000.00. (1202) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate The value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(sDefects exceeds US$50,000.00. (E) raised by Buyer and increases shall in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and any event bear the costs to cure such title defects shall be used by cost of the parties to determine the amount first US$50,000.00 of any adjustment, if any, due to the existence of an all Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experienceDefects.

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty three (1203) Days after business days prior to Closing, Buyer shall notify Seller of any Properties Assets which are subject to Alleged Title Defect(s). As used herein, Alleged Title Defect shall mean a deficiency in title with respect to an Interest such that Seller owns less than the Net Revenue Interest shown on Exhibit A or such that Seller owns more than the Working Interest shown on Exhibit A without a corresponding increase in the Net Revenue Interest. Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, Seller shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties Assets and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or or (dc) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests Interest from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after prior to Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) submit all information relating to the Alleged Title Defect to a mutually agreeable attorney licensed in the state where the Property property at issue is located and who shall have at least ten (10) years oil and gas title experienceexperience for resolution of the difference of opinion. If such dispute is not resolved prior to Closing, Closing shall proceed on the basis of Seller's valuation, subject to an obligation to refund any amount, determined under the process outlined above, of any Title Defect that has been so determined.

Alleged Title Defects. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty three (1203) Days after business days prior to Closing, Buyer shall notify Seller of any Properties Assets which are subject to Alleged Title Defect(s). As used herein, Alleged Title Defect shall mean a deficiency in title with respect to an Interest such that Seller owns less than the Net Revenue Interest shown on Exhibit B or such that Seller owns more than the Working Interest shown on Exhibit B without a corresponding increase in the Net Revenue Interest. Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, Seller shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties Assets and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property Asset as set forth on Exhibit "AB" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or or (dc) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests Interest from those set forth in Exhibit "AB". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after prior to Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) submit all information relating to the Alleged Title Defect to a mutually agreeable attorney licensed in the state where the Property property at issue is located and who shall have at least ten (10) years oil and gas title experienceexperience for resolution of the difference of opinion. If such dispute is not resolved prior to Closing, Closing shall proceed on the basis of Seller's valuation, subject to an obligation to refund any amount, determined under the process outlined above, of any Title Defect that has been so determined.

Alleged Title Defects. (a) Should Seller's Disposition Team discover a Title Defect on or before Closing, Seller shall as soon as practicable, but in any event prior to Closing, deliver to Buyer a notice including a specific description of the Title Defect and the Real Properties affected. As soon as reasonably practicable (and on an ongoing basis), but in no event later than one hundred twenty fifteen (12015) Days after prior to Closing, Buyer shall may notify Seller in writing of any Properties which are subject to Alleged Title Defect(s)Defects. Buyer's notice asserting Alleged Title Defect(s) shall Defects must include a reasonably detailed description and full explanation (including any and all available supporting documentation associated therewithdocumentation) of each Alleged Title Defect being claimed claimed, the Real Properties affected, and a the value which Buyer in good faith attributes to curing the sameAlleged Title Defect. SellerBuyer and Seller shall meet from time-to-time to attempt to agree on resolution with respect to Alleged Title Defects. Seller shall have the right, during said but not the obligation, to attempt, at its sole cost, to cure or remove on or before the Closing Date any Alleged Title Defects with respect to the Real Properties. If prior to Closing, Seller has commenced to cure the Alleged Title Defect in a timely manner and pursues such cure diligently, then Seller may, by notice to Buyer prior to Closing, elect to continue diligently attempting to cure such defect to completion for up to one hundred twenty eighty (120180) Day periodDays following Closing. (b) Should Buyer's Acquisition Team discover any Title Benefit on or before Closing, Buyer shall as soon as practicable, but in any case prior to Closing, deliver to Seller a notice including a specific description of the Title Benefit and the Real Properties affected. Seller shall have the right to notify deliver to Buyer a similar notice on or before Closing with respect to each Title Benefit discovered by Seller, which in the case of Seller, shall include the value Seller in good faith attributes to the Title Benefit. (c) A Purchase Price adjustment shall be made under Article 2.2(k) by reducing the Purchase Price by the net aggregate value of all actual Alleged Title Defects timely reported under this Article (or of which Seller had knowledge and should have reported under Article 4.2(a)) and not timely cured as permitted under this Article, and increasing the Purchase Price by the net aggregate value of all actual Title Benefits timely reported under this Article (or of which Buyer had knowledge and should have reported under Article 4.2(b)), subject to the other terms of this Article. The value attributable to the uncured Alleged Title Defects shall be determined as follows: (i) Where Seller agrees in writing with the value of the Alleged Title Defect as set forth in Buyer's notice, that value shall be the value of the Alleged Title Defect. (ii) If the Alleged Title Defect is a lien, encumbrance or other charge upon a Real Property which is undisputed and liquidated in amount, then the value of the Alleged Title Defect shall be the amount necessary to be paid to the obligee to remove the Alleged Title Defect from the affected Real Property. (iii) If the Buyer's Allocation for any increases Real Property is positive and the Alleged Title Defect represents a discrepancy between the Net Revenue Interest for such Real Property and the Net Revenue Interest for that Real Property stated on Exhibit "A", then the value of such Alleged Title Defect shall be the product of the Buyer's Allocation for such Real Property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit "A". (iv) If the Alleged Title Defect represents an obligation, encumbrance, burden or decreases charge upon or other defect in title to the affected Real Property of a type not described in subsections (i), (ii) or (iii) above, the value of the Alleged Title Defect shall be determined by taking into account Buyer's Allocation for the Real Property so affected, the portion of the Real Property affected by the Alleged Title Defect, the legal effect of the Alleged Title Defect, the potential economic effect of the Alleged Title Defect over the life of the affected Real Property, and such other factors as are necessary to make a proper evaluation. Where the affected Real Property is an easement, right-of-way, servitude or subsurface lease that is not given a separate Buyer's Allocation, that easement, right-of-way, servitude or subsurface lease shall be considered a part of the Real Property or Real Properties to which it is appurtenant for purposes of taking into account Buyer's Allocation. The Parties agree for all purposes of this Article 4 that Buyer's Allocation for each Real Property is the value of that Real Property if it has the Net Revenue Interest and Working Interest stated on Exhibit "A" and is free of liens, claims and encumbrances other than Permitted Encumbrances. The value of any Alleged Title Defect or Title Benefit consisting of a discrepancy in Net Revenue Interest and/or Working Interest shall be determined solely by starting with the Buyer's Allocation and calculating the effect of the percentage change in Net Revenue Interest and/or Working Interest. Such calculation shall be based on the same assumptions with respect to production rate, production profile, price, and amounts of future capital expenditures as were used in the Properties calculation of Buyer's Allocation, which assumptions shall be disclosed to Seller and request any applicable arbitrator. Furthermore, if an Alleged Title Defect is reasonably susceptible of being cured, the adjustments or payments with respect to that Alleged Title Defect shall not exceed the reasonable costs of cure. (d) If prior to Closing, the Parties are unable to agree on a corresponding adjustment where resolution associated with any Alleged Title Defects raised by Buyer (or of which Seller had knowledge and should have reported under Article 4.2(a)), the increase Parties shall Close with the Purchase Price being reduced by Seller's estimate of the value of all uncured Alleged Title Defects, in value applicable accordance with Article 4.2(c), excluding those Alleged Title Defects with respect to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"which Seller has provided notice of its election to continue curing under Article 4.2(a); provided, however, that Title Increase shall give rise to increases to within thirty (30) Days after the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. Buyer and Seller shall meet from time to time as necessary Closing Date, either Party may initiate binding arbitration in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection accordance with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount provisions set forth in Article 1.418.1 to resolve the dispute. If prior to Closing, (c) whether or not the Alleged Parties are unable to agree on a resolution associated with any Title Defect Benefit raised by Buyer was properly and timely asserted by Buyer pursuant to this ArticleArticle 4.2(b) (or of which Buyer had knowledge and should have reported under Article 4.2(b)), and/or the Parties shall Close with the Purchase Price being increased by Seller's estimate of the increase in the value of the Properties above that shown in Buyer's Allocations (dincluding any reduction in the negative value of any Property with a negative Buyer's Allocation) as a consequence of the appropriate upward or downward adjustment Title Benefit, subject to the Purchase Price, if any, on account right of a change either Party to initiate binding arbitration in accordance with the Net Revenue Interest or Working Interests from those provisions set forth in Exhibit "A". Article 18.1 to resolve the dispute. (e) If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after following Closing, Seller has failed to cure any Alleged Title Defects with respect to which Seller has provided notice of its election to continue curing under Article 4.2(a), and the Parties have been unable by such date to agree upon a resolution associated with such Alleged Title Defects, then Seller shall make a payment to Buyer equal to Seller's estimate of the value of such uncured Alleged Title Defects, in accordance with Article 4.2(c). Within thirty (30) Days after the one hundred eighty (180) Day cure period has expired, either Party may initiate binding arbitration in accordance with the provisions set forth in Article 19.118.1 to resolve the dispute. (f) ANY CLAIM FOR PAYMENT WITH RESPECT TO ANY ALLEGED TITLE DEFECT, using arbitrators who are attorney(sAND ANY ASSERTION THAT ANY ALLEGED TITLE DEFECT FOR WHICH SELLER HAS PROVIDED NOTICE OF ITS INTENT TO CURE HAS NOT BEEN CURED, THAT ARE NOT RESOLVED BY AGREEMENT OF THE PARTIES OR REFERRED TO ARBITRATION WITHIN THIRTY (30) licensed DAYS FOLLOWING CLOSING (OR, IN THE EVENT SELLER PROVIDES NOTICE THAT IT WILL CONTINUE ATTEMPTING TO CURE THE ALLEGED TITLE DEFECT AFTER CLOSING, WITHIN THIRTY (30) DAYS AFTER THE ONE HUNDRED EIGHTY (180) DAY CURE PERIOD FOLLOWING CLOSING HAS EXPIRED) SHALL BE DEEMED WAIVED, UNLESS THE THIRTY (30) DAY PERIOD IS EXTENDED BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES. (g) Any limitations contained in the state where definition of Alleged Title Defect or in this Article 4.2 on Buyer's right to compensation with respect to any Title Defect shall have no effect on Buyer's right to compensation, if any, with respect to any Claim for damages or other matter (except title) involving the Real Property at issue is located and who have at least ten subject to the Title Defect under any other provision of this Agreement. (10h) years oil and gas title experienceSeller's election to attempt to cure an Alleged Title Defect shall not constitute a waiver of Seller's right to dispute the existence, nature or value of, or cost to cure, the Alleged Title Defect. Buyer's acceptance of any payment or adjustment based on Seller's estimate of the value of an uncured Alleged Title Defect shall not constitute a waiver of Buyer's right to dispute such estimate by initiating arbitration within the time permitted by this Article.

Alleged Title Defects. As soon as reasonably practicable (and on an --------------------- ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect alleged defect individually or in the aggregate exceeds the threshold amount amounts set forth in Article 1.4, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A"," Attachment 1. If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.118.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon as reasonably practicable (and on an --------------------- ongoing basis), but in no event later than one hundred twenty (120) Days after Closing, Buyer shall notify Seller of any Properties which are subject to Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall include a description and full explanation (including any and all supporting documentation associated therewith) of each Alleged Title Defect being claimed and a value which Buyer in good faith attributes to curing the same. Seller, during said one hundred twenty (120) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000adjustment. Buyer and Seller shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the Alleged Title Defect(s) raised by Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. Such agreed amounts shall be netted against one another. The value allocated to each Property as set forth on Exhibit "AB" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an Alleged Title Defect within the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect alleged defect individually or in the aggregate exceeds the threshold amount amounts set forth in Article 1.41.4 and 1.9.1, respectively, (c) whether or not the Alleged Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this Article, and/or (d) the appropriate upward or downward adjustment to the Purchase Priceadjustment, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within two hundred one hundred eighty (180210) Days after Closing, to initiate binding arbitration in accordance with Article 19.118.1, using arbitrators who are attorney(s) attorneys licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experience.

Alleged Title Defects. As soon (a) Except for any claims asserted under the special warranty of title contained in the Assignment Agreements, as reasonably practicable a condition to any right to an adjustment to the Purchase Price under and to the extent provided in this Article 8, no later than 5:00 p.m. Central Standard Time on October 14, 2021 (and on an ongoing basisthe “Defect Claim Time”), but Buyer may, if it elects to do so, notify Seller in no event later than one hundred twenty writing of any matter that Buyer in good faith believes would constitute a Title Defect (120) Days after Closingany such matter, an “Alleged Title Defect” and each such notice, an “Alleged Title Defects Notice”). Buyer shall provide Seller with weekly updates concerning the progress of Buyer’s title due diligence on or before 4:00 p.m. local time in Dallas, Texas on the Friday of each week prior to the Defect Claim Time, which notice may be preliminary in nature and supplemented prior to the Defect Claim Time; provided, however, that Buyer’s failure to deliver such notices shall not waive Buyer’s right to notify Seller of Title Defects on or prior to the Defect Claim Time or prejudice Buyer’s rights in connection with any Properties which are such Title Defect or subject Buyer to any liability hereunder. Any Alleged Title Defect(s). Buyer's notice asserting Alleged Title Defect(s) shall Defects Notice must include a reasonably detailed description and full explanation (including any and all available supporting documentation associated therewithin Buyer’s possession) of each Alleged Title Defect being claimed claimed, the Lease or Well affected, and a value which the calculation of the Title Defect Amount that Buyer in good faith attributes to curing the sameAlleged Title Defect. (b) Buyer and Seller shall meet from time-to-time to attempt to agree on resolution with respect to Alleged Title Defects, Alleged Title Benefits and the Title Defect Amounts or Title Benefit Amounts attributable thereto. Seller, during said one hundred twenty (120) Day period, Seller shall have the right right, but not the obligation, to notify elect, prior to the Closing Date to: (i) attempt, at its sole cost, to cure or remove on or before the date that is ninety (90) days after the Closing Date (the “Cure Period Deadline Date”) any Alleged Title Defects; or (ii) subject to Buyer’s consent (which may be conditioned or withheld for any reason or no reason, but which Buyer will either provide or deny within two (2) Business Days after receipt of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Seller’s Title Increase")Indemnity Notice; provided, however, that if Buyer does not affirmatively respond within such two (2) Business Day period, Buyer shall be deemed to have affirmatively elected not to consent to such title indemnification remedy), deliver to Buyer a Title Increase shall give rise Indemnity Notice with respect to increases to the Purchase Price or be used as credits against adjustments that would otherwise be made for any such Alleged Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000permitted by Section 8.6. Buyer and In order to exercise such cure right, Seller shall meet from time must elect to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the cure any such Alleged Title Defect(sDefects by delivering written notice to Buyer (a “Cure Notice”) raised by Buyer and increases in Net Revenue Interest before the Closing Date. Seller’s election to attempt to cure or decreases in Working Interest raised by Seller. The value allocated remove an Alleged Title Defect shall not constitute an obligation to each Property as set forth on Exhibit "A" and the costs cure or attempt to cure such title defects shall be used by Alleged Title Defect or a waiver of Seller’s right to dispute the parties validity, nature or value of, or cost to determine the amount of any adjustmentcure, if any, due to the existence of an such Alleged Title Defect. It If Seller delivers a Cure Notice to Buyer in accordance with this Section 8.2(b) with respect to any Alleged Title Defect, and such Alleged Title Defect is recognized that not cured by Seller prior to Closing, then the Closing Payment shall be reduced by the aggregate Title Defect Amounts attributable to any such Alleged Title Defects, as asserted by Buyer in good faith differences in the applicable Alleged Title Defects Notice, and the aggregate of opinion may exist between such Title Defect Amounts will be retained by Buyer at the Closing and the affected Asset will be conveyed to Buyer at the Closing. (c) Any Alleged Title Defect shall be deemed to constitute an “Agreed Title Defect” for purposes of this Agreement if and only if (i) Buyer and Seller agree in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Seller, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an writing that such Alleged Title Defect within constitutes an Agreed Title Defect or (ii) if the meaning of this Agreement, (b) whether or not the magnitude of the Defect Referee determines such Alleged Title Defect exceeds the threshold amount set forth constitutes an Agreed Title Defect in Article 1.4, accordance with Section 8.7. (cd) whether or not the With respect to (i) any Alleged Title Defect raised for which Seller has provided a Cure Notice pursuant to Section 8.2(b) and such Alleged Title Defect is not cured by Seller to Buyer’s reasonable satisfaction prior to the Closing, and for which, as of the date that is ten (10) days following the Cure Period Deadline Date, Seller and Buyer have been unable to agree on the Title Defect Amount thereof or the cure or existence thereof, or (ii) any Alleged Title Defect for which Seller has not provided a Cure Notice pursuant to Section 8.2(b), if, as of the Closing Date, there is any dispute as to the validity, Title Defect Amount, cure or existence of any such Alleged Title Defect, then in each case of clauses (i) or (ii), either Party may submit such dispute to the Defect Referee in accordance with Section 8.7 within thirteen (13) Business Days following the Cure Period Deadline Date (in the case of Alleged Title Defects described in clause (i)) or within thirteen (13) Business Days after the Closing Date (in the case of Alleged Title Defects described in clause (ii)). If a Party does not timely submit such dispute to the Defect Referee, such Party shall be deemed to have waived such dispute. (e) If the Parties agree that any Alleged Title Defect that Seller elects to cure pursuant to Section 8.2(b) (and which was not cured before Closing) has been cured by Seller on or prior to the Cure Period Deadline Date, then Buyer shall, within three (3) Business Days following such agreement, deliver the Title Defect Amount attributable to such Title Defect to Seller by wire transfer of immediately funds. If the Parties mutually agree that a Title Defect that Seller elects to cure pursuant to Section 8.2(b) (and which was not cured before Closing) has only been partially cured by Seller on or prior to the Cure Period Deadline Date, then the Parties shall reasonably agree upon the portion of the Title Defect Amount attributable to such Title Defect that should be retained by Buyer was properly to compensate Buyer for the uncured portion thereof, and timely asserted the remaining portion of such amount shall be paid to Seller by Buyer pursuant to this Article, and/or wire transfer of immediately available funds within three (d3) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A"Business Days following such agreement. If any such differences of opinion are Alleged Title Defect that Seller elects to cure pursuant to Section 8.2(b) (and which was not resolved cured before Closing) is not cured by mutual agreement of Seller prior to the Cure Period Deadline Date, then Buyer and Seller, either party shall have retain the right, exercisable within one hundred eighty (180) Days after Closing, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) licensed in the state where the Property at issue is located and who have at least ten (10) years oil and gas title experienceapplicable Title Defect Amount.

Alleged Title Defects. (a) As soon as reasonably practicable (and on an ongoing basis)after Buyer’s review of the title Records, but in no event later than one hundred twenty (120) Days after ClosingDecember 22, 2006, Buyer shall notify Seller of deliver a written notice to Sellers identifying any Properties which are subject to Alleged Title Defect(s) with a value in excess of Five Thousand Dollars ($5,000.00) per Alleged Title Defect (a “Qualifying Alleged Title Defect”). Buyer shall endeavor to keep Sellers advised on a current basis of any Alleged Title Defects as any are identified during Buyer's ’s due diligence review. Buyer’s notice asserting of Qualifying Alleged Title Defect(s) shall include a complete description and full explanation (including any and all supporting documentation associated therewithin Buyer’s possession) of each Alleged Title Defect being claimed and a the value which Buyer attributes to each said Alleged Title Defect which shall not exceed the Allocated Value for the affected Property. (b) With respect to Qualifying Alleged Title Defect(s) that are not disputed in good faith attributes by Sellers and that when combined with all Qualifying Alleged Environmental Conditions and Casualty Losses exceed the Aggregate Threshold Amount, Sellers shall use commercially reasonable efforts to curing the samecure such Qualifying Alleged Title Defects at Sellers’ sole cost and expense. Seller, during said one hundred twenty No later than five (1205) Day period, shall have the right to notify Buyer of any increases in Net Revenue Interest or decreases in Working Interest in the Properties and request a corresponding adjustment where the increase in value applicable to an individual well or location listed on Exhibit A exceeds $75,000 ("Title Increase"); provided, however, that Title Increase shall give rise to increases Days prior to the Purchase Price or be used as credits against adjustments that would otherwise be made for Title Defects only to the extent the aggregate value of all Title Increases exceeds $10,000,000. scheduled Closing Date, Buyer and Seller Sellers shall meet from time to time as necessary in an attempt to mutually agree on a proposed resolution with respect to the any Qualifying Alleged Title Defect(s) raised which by such time have not been cured, agreed to or resolved between the parties. Sellers shall have the option, in their sole discretion, of indemnifying Buyer and increases in Net Revenue Interest or decreases in Working Interest raised by Seller. The value allocated with respect to each Property as set forth on Exhibit "A" and the costs to cure such title defects shall be used by the parties to determine the amount of any adjustment, if any, due to the existence of an Alleged Title Defect. It is recognized that good faith differences of opinion may exist between Buyer and Seller in connection with the Alleged Title Defect(s) raised by Buyer and adjustments to the Net Revenue Interests or Working Interests raised by Sellerin which case, including without limitation, disputes as to: (a) whether or not the alleged defect constitutes an such Alleged Title Defect within Defect(s) shall be deemed cured, agreed to or resolved between the meaning of this Agreement, (b) whether or not the magnitude of the Alleged Title Defect exceeds the threshold amount set forth in Article 1.4, parties. (c) whether or not If as of the Alleged scheduled Closing Date there are Open Title Defect raised by Buyer was properly and timely asserted by Buyer pursuant to this ArticleDefect(s) in excess of the Aggregate Threshold Amount, and/or (d) the appropriate upward or downward adjustment to the Purchase Price, if any, on account of a change in the Net Revenue Interest or Working Interests from those set forth in Exhibit "A". If any parties shall refer such differences of opinion are not resolved by mutual agreement of Buyer and Seller, either party shall have the right, exercisable within one hundred eighty (180) Days after ClosingOpen Title Defects, to initiate binding arbitration in accordance with Article 19.1, using arbitrators who are attorney(s) resolution before an attorney licensed in the state where the Property at issue affected portion of the Properties is located who is familiar with the types of leases or properties involved in or affected by the Open Title Defect and who have has at least ten fifteen (1015) years of oil and gas title experienceexperience and satisfies the independence and neutrality standards set forth in Article 15.16(b). The title attorney shall resolve the Open Title Defects submitted by the parties in accordance with the procedure set forth in Article 15.16(c). If the parties are not able to agree on a title attorney, JAG (as defined in Article 15.16(b)) shall appoint the title attorney. The decision of the title attorney regarding any Open Title Defect shall be final as between the parties.