Common use of Casualty or Condemnation Loss Clause in Contracts

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) IfSubject to the further terms of this Agreement, including the representations and warranties of Sellers made in Article 7, and the certificate to be delivered by each Seller pursuant to Section 12.4(e), Purchaser shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until Closing for production of Hydrocarbons through normal depletion (including, but not limited to, the watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of personal property due to ordinary wear and tear. (b) Subject to the provisions of Sections 10.5 and 10.6, if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% two percent (2%) of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer Purchaser shall nevertheless be required to close, and Seller Sellers shall elect, by written notice to Buyer Purchaser prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s Sellers’ sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (Bii) to indemnify Buyer Purchaser in a manner reasonably acceptable to Buyer Purchaser against any Losses costs, losses, or expenses that Buyer Purchaser reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller Sellers shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bc) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% two percent (2%) or less of the unadjusted Purchase Price, Buyer Purchaser shall nevertheless be required to close and Seller Sellers shall, at Closing, pay to Buyer Purchaser all sums (if any) paid to Seller Sellers by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer Purchaser or subrogate Buyer Purchaser to all of Seller’s Sellers’ right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of any Seller, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) IfNotwithstanding anything herein to the contrary, from and after the date of this Agreement but prior to the Effective Time if Closing Dateoccurs, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty LossSubject Interests, except Midstream LLC, Newcos and the Operator shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the extent the Parties otherwise agree depreciation of personal property due to ordinary wear and tear, in writingeach case, and BG shall not assert such matters as any casualty losses or Title Defects hereunder. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Lossis damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss then BG shall not as a result be excused from Closing and EXCO shall elect by written notice to BG prior to Closing either (i) to cause the Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at EXCO’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) to indemnify the Newcos, Operator and Midstream LLC, as applicable, through a document to be delivered at Closing reasonably acceptable to EXCO and BG against any costs or expenses that any of the Newcos, Operator or Midstream LLC reasonably incurs to repair or restore any Assets affected by such casualty or taking. In each case, EXCO and its Affiliates shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the Parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Loss individually Asset or in portion thereof occurs prior to the aggregate is 1% or less of the unadjusted Purchase PriceClosing Date, Buyer BG shall nevertheless be required to close and Seller shallEXCO, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer the Newcos, Operator and Midstream LLC or subrogate Buyer such Persons to all of SellerEXCO’s and its Affiliates’ right, title and interest (if any) in insurance claimssuch condemnation or eminent domain action, unpaid awardsincluding any future awards therein, to the extent (and other only to the extent) attributable to the Subject Interests threatened to be taken, except that EXCO and its Affiliates shall reserve and retain (and the Newcos, Operator and Midstream LLC shall assign to EXCO) all rights, titles, interests and claims against Third Parties for the recovery of EXCO’s and its Affiliates’ costs and expenses incurred prior to the Closing in defending or asserting rights against third Persons arising out of in such Casualty Lossaction with respect to the Subject Interests.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller Sellers shall have the option to exclude such the affected Assets Asset from the transactions transaction contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts Sellers opt to exclude any such affected Assets Asset (collectively, the “Retained Assets”), Seller Sellers shall cause the applicable Company Entity to assign such Retained Assets to the applicable Seller before Closing. If Seller opts Sellers elect not to elect the option to exclude such the affected AssetsAsset, Buyer shall shall, at Sellers’ election, nevertheless be required to close, and Seller Sellers shall elect, by written notice to Buyer prior to Closing, (i) either (A) in the case of fire or other casualty, either (A) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s Sellers’ sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incurs to repair such affected Assetsthe Assets subject to any Casualty Loss. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the Company shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller Sellers shall, at Closing, pay to Buyer all sums (if any) paid to Seller Sellers by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) IfNotwithstanding anything herein to the contrary, from and after the date of this Agreement but prior to the Effective Time if Closing Dateoccurs, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty LossConveyed Interest, except Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the extent the Parties otherwise agree depreciation of personal property due to ordinary wear and tear, in writingeach case, and Buyer shall not assert such matters as any casualty losses or Title Defects hereunder. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Lossis damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss then Buyer shall not as a result be excused from Closing and Seller shall elect by written notice to Buyer prior to Closing either (i) to cause the Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) to indemnify Buyer through a document to be delivered at Closing reasonably acceptable to Seller and Buyer against any costs or expenses that Buyer reasonably incurs to repair or restore any Assets affected by such casualty or taking. In each case, Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the Parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Loss individually Asset or in portion thereof occurs prior to the aggregate is 1% or less of the unadjusted Purchase PriceClosing Date, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claimssuch condemnation or eminent domain action, unpaid awardsincluding any future awards therein, to the extent (and other only to the extent) attributable to the Conveyed Interests threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights against third Persons arising out of in such Casualty Lossaction with respect to the Conveyed Interests.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Assets through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Buyer shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), and the resulting loss as a result of from such Casualty Loss individually or in exceeds $100,000 based on the aggregate exceeds 1% Allocated Value of the unadjusted Purchase Priceaffected Assets, Seller then (i) Buyer shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM Energy shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing to either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Losscause, at SellerSM Energy’s sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), each Asset affected by such Casualty Loss to be repaired or restored to at least its condition prior to such casualty or taking, or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal the cost to the Allocated Value (repair or applicable portion thereof) of the Assets (restore each Asset affected by such Casualty Loss to at least its condition prior to such casualty or portion thereof) taken in condemnation or under right of eminent domaintaking. In each case, Seller SM Energy shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Assets through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Buyer shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), and the resulting loss as a result of from such Casualty Loss individually or in exceeds $50,000 based on the aggregate exceeds 1% Allocated Value of the unadjusted Purchase Priceaffected Assets, Seller then (i) Buyer shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM Energy shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing to either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Losscause, at SellerSM Energy’s sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), each Asset affected by such Casualty Loss to be repaired or restored to at least its condition prior to such casualty or taking, or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal the cost to the Allocated Value (repair or applicable portion thereof) of the Assets (restore each Asset affected by such Casualty Loss to at least its condition prior to such casualty or portion thereof) taken in condemnation or under right of eminent domaintaking. In each case, Seller SM Energy shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any material portion of the Assets is damaged or destroyed or otherwise impaired by fire fire, explosion, tornado, hurricane, earthquake, earth movement, flood, water damage or other casualty or is taken in condemnation or under right of eminent domain (in each case, a “Casualty or Condemnation Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Pricethen, Seller shall have the option subject to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”Section 7.09(b), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to closeclose the transactions contemplated by the Agreement without any change to the Purchase Price, and Seller Sellers shall elect, by written notice (w) pay to Buyer all sums paid to Sellers by Third Parties by reason of such Casualty or Condemnation Loss with respect to the Assets (net of amounts spent or incurred by Sellers prior to Closing, in the case Closing with respect to replacement or repair of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to any such Casualty or Condemnation Loss), at Seller’s sole cost(x) assign, risk transfer and expenseset over to Buyer or subrogate Buyer to all of Sellers’ and their Affiliates’ right, as promptly as reasonably practicable title and interest (which work may extend if any) in insurance claims and proceeds, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims and proceeds, of or against any Seller Indemnified Parties) arising out of such Casualty or Condemnation Loss with respect to the Assets, (y) bear the costs of any deductibles or retentions with respect to any such insurance claims arising from any such Casualty or Condemnation Loss and (z) otherwise provide reasonable cooperation to Buyer (whether before or after the Closing Date)) in the pursuit of such insurance claims and proceeds, or unpaid awards and other rights against Third Parties; provided, however, that Sellers shall reserve and retain (Band Buyer shall assign to Sellers) to indemnify Buyer in a manner reasonably acceptable to Buyer all rights, title, interests and claims against any Losses that Buyer reasonably incurs to repair such affected Assets. In Third Parties for the case recovery of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal Sellers’ costs and expenses incurred prior to the Allocated Value (Closing in pursuing or applicable portion thereof) of the Assets (asserting any such insurance claims or portion thereof) taken in condemnation other rights against Third Parties with respect to any such Casualty or under right of eminent domainCondemnation Loss. In each caseExcept as expressly set forth hereinabove, Seller Sellers shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets experiences there is a Casualty Lossor Condemnation Loss that, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% aggregate, has had, or less of the unadjusted Purchase Pricewould reasonably be expected to have, in each case after giving effect to Buyer’s rights pursuant to Section 7.09(a)(x) and Section 7.09(a)(y), a Seller Material Adverse Effect, then Buyer shall nevertheless be required may terminate this Agreement pursuant to close Section 9.01(d)(iv) (and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty or Condemnation Loss and shall assign, transfer and set over be deemed for purposes of Section 9.01(d)(iv) to Buyer or subrogate Buyer to all be an unwaived condition in Section 8.02 that is incapable of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Lossbeing satisfied by the End Date).

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 11.5% of the unadjusted Purchase Price, Seller shall have the option to exclude such any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value Values of such excluded Assets. If Seller opts to exclude any such affected Assets Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller opts elects not to elect the option to exclude such affected Assets, Buyer shall shall, at Seller’s election, nevertheless be required to closeconsummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after must be completed by the Closing Date), or (Bii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incurs incur to repair the Assets subject to any such affected AssetsCasualty Loss. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the Company shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 11.5% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to closeclose (subject to the other provisions of this Agreement), and the Seller Parties shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any Casualty Loss (other than condemnation or eminent domain) to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s the Seller Parties’ sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (Bii) to fully indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair or restore the Assets subject to such affected Casualty Loss, or (iii) to remove and exclude such Asset or portion thereof from the “Assets. In the case of condemnation or eminent domain” to be transferred and conveyed to Buyer at Closing and, the Parties shall work together in good faith accordingly, to reduce the Purchase Price to be paid at Closing by an amount equal to the Allocated Value of such Asset (or, if a portion of such Asset, such portion of such Allocated Value as shall be determined in a reasonable manner taking into account the net acreage (or applicable net acre feet, as appropriate) that the portion thereof) of such Asset affected by such Casualty Loss bears to the Assets net acreage (or portion thereofnet acre feet, as appropriate) taken in condemnation or under right of eminent domainthe entire Asset). In each case, Seller Xxxxxxxx LLC shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall cause the applicable Company Entity to assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer and the Company Entities in a manner reasonably acceptable to Buyer against any Losses that Buyer or any Company Entity reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the applicable Company Entity shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (ai) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price$139,200, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer Grantee shall nevertheless be required to close, and Seller Grantor shall elect, by written notice to Buyer Grantee prior to Closing, in the case of fire or other casualty, either (A1) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at SellerGrantor’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B2) to indemnify Buyer Grantee in a manner reasonably acceptable to Buyer Grantee against any Losses costs, losses, or expenses that Buyer Grantee reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller Grantor shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bii) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% $139,200 or less of the unadjusted Purchase Priceless, Buyer Grantee shall nevertheless be required to close and Seller Grantor shall, at Closing, pay to Buyer Grantee all sums (if any) paid to Seller Grantor by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer Grantee or subrogate Buyer Grantee to all of SellerGrantor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of Grantor, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyers shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Assets through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Buyers shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), and the resulting loss as a result of from such Casualty Loss individually or in exceeds $50,000 based on the aggregate exceeds 1% Allocated Value of the unadjusted Purchase Priceaffected Assets, Seller then (i) Buyers shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer Buyers prior to Closing, in the case of fire or other casualty, Closing to either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Losscause, at SellerSM’s sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), each Asset affected by such Casualty Loss to be repaired or restored to at least its condition prior to such casualty or taking, or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal the cost to the Allocated Value (repair or applicable portion thereof) of the Assets (restore each Asset affected by such Casualty Loss to at least its condition prior to such casualty or portion thereof) taken in condemnation or under right of eminent domaintaking. In each case, Seller SM shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Mitsui shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Conveyed Interests through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Mitsui shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets Conveyed Interests is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain domain, and the resulting loss from such casualty exceeds $50,000 (each, a “Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller then (i) Mitsui shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer Mitsui prior to Closing, in the case of fire or other casualty, Closing to either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Losscause, at SellerSM’s sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), each Conveyed Interest affected by such Casualty Loss to be repaired or restored to at least its condition prior to such casualty or taking, or (B) indemnify Mitsui through a document to indemnify Buyer be delivered at Closing substantially in a manner reasonably acceptable the form of Exhibit K to Buyer the Agreement against (1) any Losses costs or expenses that Buyer Mitsui reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) restore any of the Assets Conveyed Interests affected by such Casualty Loss to at least its condition prior to such casualty or (or portion thereof2) the value of the Casualty Loss with respect to those Conveyed Interests taken in condemnation or under right of eminent domain, as applicable. In each case, Seller SM shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (ai) If, If after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% two percent (2%) of the unadjusted Purchase PriceAsset Value, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer Grantee shall nevertheless be required to close, and Seller Grantor shall elect, by written notice to Buyer Grantee prior to Closing, in the case of fire or other casualty, either (A1) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at SellerGrantor’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B2) to indemnify Buyer Grantee in a manner reasonably acceptable to Buyer Grantee against any Losses costs, losses, or expenses that Buyer Grantee reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller Grantor shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bii) If, If after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less two percent (2%) of the unadjusted Purchase PriceAsset Value or less, Buyer Grantee shall nevertheless be required to close and Seller Grantor shall, at Closing, pay to Buyer Grantee all sums (if any) paid to Seller Grantor by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer Grantee or subrogate Buyer Grantee to all of SellerGrantor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of Grantor, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (aA) If, after the date of this Agreement but If prior to the Closing Date, Date any portion of the Assets or the “Assets” under the Pipeline ASPA is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain Casualty Loss (“Consolidated Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by Pipeline ASPA shall nevertheless close. In the event that the aggregate Allocated Value of such excluded Assets. If amount the Consolidated Casualty Losses is reasonably determined by Seller opts to exclude any such affected Assets be less than Four Million U.S. Dollars (collectivelyUS$4,000,000), the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer transactions contemplated by this Agreement and the Pipeline ASPA shall nevertheless be required to close, close and Seller shall electhave no obligation regarding the casualty. In the event that the aggregate amount of losses resulting from the Consolidated Casualty Losses is reasonably determined by Seller to be equal to or greater than Four Million U.S. Dollars (US$4,000,000), by written notice Seller, at Seller's sole discretion, shall select one of the following options which shall apply to Buyer prior to Closing, in the case of fire or other casualty, either Consolidated Casualty Losses: (A1) to Seller may cause the such affected Assets affected by such Casualty Losses to be repaired or restored to at least their condition prior to such Casualty LossLosses, at Seller’s 's sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or . (B2) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith Seller may determine to reduce the Purchase Price or the “Purchase Price” under the Pipeline ASPA, as applicable, by the amount of the applicable Casualty Loss as reasonably determined by Seller, provided, however, in such event: (a) The Parties shall select an independent, Third-Party appraiser to review and confirm the amount equal of the Casualty Loss to be applied to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken reduction in condemnation or under right of eminent domain. In each casePurchase Price, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writingprovided. (b) If, Such process shall not delay the Closing Date.. (B) If after the date of this Agreement Effective Date but prior to the Closing Date, any portion of the Assets experiences a Casualty Lossis taken in condemnation or under right of eminent domain by any Government Authority, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer transaction contemplated by this Agreement shall nevertheless be required to close and close. In such event, Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller or its Affiliates by third Persons Third Parties by reason of such Casualty Loss taking and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s 's or its Affiliates' right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties arising out of the taking. (C) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the Effective Date, but no taking of such Casualty LossAsset or portion thereof occurs prior to the Closing Date, the transaction contemplated by this Agreement shall nevertheless close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller's or its Affiliates' right, title and interest (if any) in such taking, including any insurance claims, unpaid awards and other rights against Third Parties arising out of the taking, insofar as they are attributable to the Assets threatened to be taken.

Casualty or Condemnation Loss. (aA) If, after the date of this Agreement but If prior to the Closing Date, Date any portion of the Assets or the “Assets” under the Terminal Interests ASPA is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain Casualty Loss (“Consolidated Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by Terminal Interests ASPA shall nevertheless close. In the event that the aggregate Allocated Value of such excluded Assets. If amount the Consolidated Casualty Losses is reasonably determined by Seller opts to exclude any such affected Assets be less than Four Million U.S. Dollars (collectivelyUS$4,000,000), the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer transactions contemplated by this Agreement and the Terminal Interests ASPA shall nevertheless be required to close, close and Seller shall electhave no obligation regarding the casualty. In the event that the aggregate amount of losses resulting from the Consolidated Casualty Losses is reasonably determined by Seller to be equal to or greater than Four Million U.S. Dollars (US$4,000,000), by written notice Seller, at Seller's sole discretion, shall select one of the following options which shall apply to Buyer prior to Closing, in the case of fire or other casualty, either Consolidated Casualty Losses: (A1) to Seller may cause the such affected Assets affected by such Casualty Losses to be repaired or restored to at least their condition prior to such Casualty LossLosses, at Seller’s 's sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or . (B2) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith Seller may determine to reduce the Purchase Price or the “Purchase Price” under the Terminal Interests ASPA, as applicable, by the amount of the applicable Casualty Loss as reasonably determined by Seller, provided, however, in such event: (a) The Parties shall select an independent, Third-Party appraiser to review and confirm the amount equal of the Casualty Loss to be applied to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken reduction in condemnation or under right of eminent domain. In each casePurchase Price, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writingprovided. (b) If, Such process shall not delay the Closing Date.. (B) If after the date of this Agreement Effective Date but prior to the Closing Date, any portion of the Assets experiences a Casualty Lossis taken in condemnation or under right of eminent domain by any Government Authority, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer transaction contemplated by this Agreement shall nevertheless be required to close and close. In such event, Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller or its Affiliates by third Persons Third Parties by reason of such Casualty Loss taking and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s 's or its Affiliates' right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties arising out of the taking. (C) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the Effective Date, but no taking of such Casualty LossAsset or portion thereof occurs prior to the Closing Date, the transaction contemplated by this Agreement shall nevertheless close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller's or its Affiliates' right, title and interest (if any) in such taking, including any insurance claims, unpaid awards and other rights against Third Parties arising out of the taking, insofar as they are attributable to the Assets threatened to be taken.

Casualty or Condemnation Loss. (a) IfSeller shall promptly notify Buyer of any material casualty to the Assets or any portion thereof that occurs, or any condemnation proceeding commenced, after the Execution Date and prior to the Closing Date. If prior to the Closing Date any portion of the Assets is destroyed by Casualty Loss, then, if the Closing occurs, Seller, at Seller’s sole discretion, shall select one of the following options which shall apply to the Casualty Losses: (i) Seller shall cause the Assets affected by such Casualty Losses to be repaired or restored to at least their condition prior to such Casualty Losses, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) Seller shall, at Closing, pay to Buyer all sums paid to Seller or its Affiliates by Third Parties by reason of such Casualty Losses and shall assign to Buyer all of Seller’s or its Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties arising out of the casualty. (b) If after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)by any Governmental Authority, and the loss as a result of such Casualty Loss individually Assets or in portion thereof shall be excluded from the aggregate exceeds 1% Assets to be conveyed to Buyer at Closing to the extent of the unadjusted Purchase Price, Seller shall have interest affected by the option to exclude such affected Assets from the transactions contemplated by this Agreement condemnation or right of eminent domain and reduce the Purchase Price will be reduced by the aggregate Allocated Value of such excluded Assets. interest. (c) If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of action for condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or taking under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons domain is pending or threatened with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, any Asset or portion thereof after the date Execution Date, but no taking of this Agreement but such Asset or portion thereof occurs prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer transaction contemplated by this Agreement shall nevertheless be required to close and Seller shallSeller, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s or its Affiliates’ right, title and interest (if any) in such taking, including any insurance claims, unpaid awards, awards and other rights against third Persons Third Parties arising out of such Casualty Lossthe taking, insofar as they are attributable to the Assets threatened to be taken. (d) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion or otherwise (including watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 11.5% of the unadjusted Purchase Price, Seller shall have the option to exclude such any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value Values of such excluded Assets. If Seller opts to exclude any such affected Assets Asset (collectively, the “Retained Assets”), Seller shall retain such Retained Assets or cause the applicable Company Entity to assign such Retained Assets to Seller before Closing. If Seller opts elects not to elect the option to exclude such affected Assets, Buyer shall shall, at Seller’s election, nevertheless be required to closeconsummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after must be completed by the Closing Date), or (Bii) to indemnify Buyer and the Company Entities in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company Entities reasonably incurs incur to repair the Assets subject to any such affected AssetsCasualty Loss. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the Company Entities shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 11.5% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 11.5% of the unadjusted Purchase Price, Seller shall have the option to exclude such any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value Values of such excluded Assets. If Seller opts to exclude any such affected Assets Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller opts elects not to elect the option to exclude such affected Assets, Buyer shall shall, at Seller’s election, nevertheless be required to closeconsummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer Xxxxx delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after must be completed by the Closing Date), or (Bii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incurs incur to repair the Assets subject to any such affected AssetsCasualty Loss. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the Company shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 11.5% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) IfNotwithstanding anything herein to the contrary, from and after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected AssetsEffective Time, Buyer shall nevertheless be required assume all risk of loss with respect to closeproduction of Hydrocarbons through normal depletion or other mechanical failure (including watering out of any well, collapsed casing or sand infiltration of any well) and Seller shall elect, by written notice the depreciation of personal property due to Buyer prior to Closingordinary wear and tear, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writingAssets. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a is destroyed by Casualty LossLoss or is taken in condemnation or under right of eminent domain, and the loss as a result of such Casualty Loss individually individual casualty or in the aggregate is 1% or less taking exceeds ten percent (10%) of the unadjusted Purchase PricePrice based on the Allocated Value of the affected Assets, Buyer shall nevertheless be required to close and Seller shallshall elect by written notice to Buyer prior to Closing either (i) to cause the Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) but in no event later than ninety (90) Days after the Closing Date, (ii) to indemnify Buyer through a document reasonably acceptable to Seller and Buyer against any costs or expenses that Buyer reasonably incurs to repair the Assets subject to such casualty or taking or (iii) to retain the Asset and deduct the Allocated Value from the Purchase Price. In each case, Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by Casualty Loss or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result of such individual casualty or taking is 10 percent (10%) or less of the Purchase Price based on the Allocated Value of the affected Assets, Buyer shall nevertheless be required to close and Seller, at Closing, shall pay to Buyer all sums paid to Seller by Third Parties by reason of such casualty or taking with respect to the Assets and shall assign, transfer and set over to Buyer, or subrogate Buyer to all of Seller’s right, title and interest (if any) paid to in, insurance claims, unpaid awards, and other rights against Third Parties (excluding any Liabilities, other than insurance claims, of or against the Seller by third Persons by reason Group) arising out of such Casualty Loss casualty or taking with respect to the Assets; provided, however, that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Assets. (d) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claimssuch condemnation or eminent domain action, unpaid awardsincluding any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and other retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights against third Persons arising out of in such Casualty Lossaction with respect to the Assets.

Casualty or Condemnation Loss. Notwithstanding anything contained herein to the contrary, from and after the Effective Date, if the Closing occurs, Corporation shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (aincluding watering out of any Well, collapsed casing, or sand infiltration of any Well) and the depreciation of the Facilities and other equipment due to ordinary wear and tear, in each case, with respect to the Assets, and Corporation shall not assert such matters as Casualty Losses hereunder. If, after during the date of this Agreement but prior to the Closing DateInterim Period, any portion of the Assets is destroyed destroyed, damaged or made unusable for its intended purpose by a fire or other casualty or is taken in condemnation or under right of eminent domain (each a “Casualty Loss”), then (a) Contributor will notify Corporation promptly after Contributor learns of such Casualty Loss, (b) except in the event this Agreement is terminated pursuant to Section 13.1, Corporation will nevertheless be required to proceed to Closing, and, for purposes of clarity, the Consideration will not be adjusted in respect of such Casualty Loss, and (c) (i) if the loss as a result aggregate amount of Liabilities suffered by Contributor in respect of such Casualty Loss individually equals or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets $750,000 (collectively, the “Retained AssetsCasualty Loss Threshold”), Seller shall assign such Retained Assets Contributor may elect to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected by such Casualty Loss to be repaired repaired, replaced or restored restored, to at least their condition prior to such Casualty Loss, at SellerContributor’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date)) (in which case, or (BI) Contributor shall be entitled to indemnify Buyer all amounts received by any Party from a Third Party in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) respect of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each caseapplicable Casualty Loss and shall be entitled to all insurance claims, Seller shall retain all rights to insurance unpaid award and other claims rights against third Persons with respect to the Casualty Loss, except to the extent the Third Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason arising out of such Casualty Loss and (II) to the extent Corporation receives any amounts from Third Parties in respect thereof, Corporation shall promptly remit such amounts to Contributor) or (B) upon the occurrence of Closing, pay to Corporation all sums paid to Contributor by Third Parties by reason of any such Casualty Loss (to the extent related to the Assets), and, in such case, Contributor shall assign, transfer and set over to Buyer Corporation or subrogate Buyer Corporation to all of SellerContributor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons Third Parties arising out of such Casualty LossLoss insofar as with respect to the Assets, or (ii) if the aggregate amount of Liabilities suffered by Contributor in respect of such Casualty Loss does not exceed the Casualty Loss Threshold, upon the occurrence of Closing, Contributor shall pay to Corporation all sums paid to Contributor by Third Parties by reason of any such Casualty Loss (to the extent related to the Assets), and shall assign, transfer and set over to Corporation or subrogate Corporation to all of Contributor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against Third Parties arising out of such Casualty Loss insofar as with respect to the Assets.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets is damaged or destroyed or otherwise impaired by fire fire, explosion, tornado, hurricane, earthquake, earth movement, flood, water damage or other casualty or is taken in condemnation or under right of eminent domain (in each case, a “Casualty or Condemnation Loss”)) that, and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Priceaggregate, has not had, and would not reasonably be expected to have, a Seller shall have the option Material Adverse Effect, then, subject to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”Section 7.09(b), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to closeclose the transactions contemplated by the Agreement without any change to the Purchase Price, and Seller Sellers shall elect, by written notice (i) pay to Buyer all sums paid to Sellers by Third Parties by reason of such Casualty or Condemnation Loss with respect to the Assets (net of amounts spent or incurred by Sellers prior to Closing with respect to replacement or repair of any such Casualty or Condemnation Loss), (ii) assign, transfer and set over to Buyer or subrogate Buyer to all of Sellers’ and their Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty or Condemnation Loss with respect to the Assets, (iii) to the extent any retention or deductible related to applicable insurance policies referred to in clause (ii) is not paid by Sellers prior to the Closing, in the case Purchase Price shall be reduced by the amount of fire such retention or other casualtydeductible, either and (Aiv) otherwise provide reasonable cooperation to cause the such affected Assets affected to be repaired Buyer (whether before or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date)) in the pursuit of such insurance claims, or unpaid awards and other rights against Third Parties; provided, however, that Sellers shall reserve and retain (Band Buyer shall assign to Sellers) to indemnify Buyer in a manner reasonably acceptable to Buyer all rights, title, interests and claims against any Losses that Buyer reasonably incurs to repair such affected Assets. In Third Parties for the case recovery of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal Sellers’ costs and expenses incurred prior to the Allocated Value (Closing in pursuing or applicable portion thereof) of the Assets (asserting any such insurance claims or portion thereof) taken in condemnation other rights against Third Parties with respect to any such Casualty or under right of eminent domainCondemnation Loss. In each caseExcept as expressly set forth hereinabove, Seller Sellers shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets experiences there is a Casualty Lossor Condemnation Loss that, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% aggregate, has had, or less of the unadjusted Purchase Pricewould reasonably be expected to have, a Seller Material Adverse Effect, then Buyer shall nevertheless be required may terminate this Agreement pursuant to close Section 9.01(d)(iii) (and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty or Condemnation Loss and shall assign, transfer and set over be deemed for purposes of Section 9.01(d)(iii) to Buyer or subrogate Buyer to all be an unwaived condition in Section 8.02 that is incapable of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Lossbeing satisfied by the End Date).

Casualty or Condemnation Loss. (a) Seller shall promptly notify Buyer of any material casualty to the Assets or any portion thereof that occurs, or any condemnation proceeding commenced, after the Execution Date and prior to the Closing Date. (b) If, after the Execution Date and before the Closing, Casualty Losses occur with respect to the Assets that result in losses of less than five percent (5%) of the Purchase Price in the aggregate, then, notwithstanding such Casualty Loss, Buyer and Seller shall proceed with the purchase and sale of the affected Assets without reduction of the Purchase Price, and Seller, at Seller’s sole discretion, shall select one of the following options which shall apply to the Casualty Losses: (i) Seller shall cause the Assets affected by such Casualty Losses to be repaired or restored to at least their condition prior to such Casualty Losses, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) Seller shall, at Closing, pay to Buyer all sums paid to Seller or its Affiliates by Third Parties by reason of such Casualty Losses and shall assign to Buyer all of Seller’s or its Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against Third Parties arising out of the casualty. (c) If, after the Execution Date and before the Closing, Casualty Losses occur with respect to the Assets that result in losses equal to or in excess of five percent (5%) of the Purchase Price in the aggregate, then at the Closing, Seller and Buyer shall mutually agree to either (i) have Seller cause the Assets adversely affected by such Casualty Losses to be repaired or restored to at least their condition prior to such Casualty Losses, at Seller’s sole cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), (ii) to have Seller indemnify the Buyer against any costs or expenses that Buyer reasonably incurs to repair or restore the Assets subject to any such Casualty Losses or (iii) to the extent such Assets are not material to the operation or value of the other Assets, exclude such Assets (and any Assets solely related to such Assets) from this Agreement and adjust the Purchase Price by the Allocated Value of such excluded Assets. (d) If after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)by any Governmental Authority, and the loss as a result of such Casualty Loss individually Assets or in portion thereof shall be excluded from the aggregate exceeds 1% Assets to be conveyed to Buyer at Closing to the extent of the unadjusted Purchase Price, Seller shall have interest affected by the option to exclude such affected Assets from the transactions contemplated by this Agreement condemnation or right of eminent domain and reduce the Purchase Price will be reduced by the aggregate Allocated Value of such excluded Assets. interest. (e) If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of action for condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or taking under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons domain is pending or threatened with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, any Asset or portion thereof after the date Execution Date, but no taking of this Agreement but such Asset or portion thereof occurs prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer transaction contemplated by this Agreement shall nevertheless be required to close and Seller shallSeller, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s or its Affiliates’ right, title and interest (if any) in such taking, including any insurance claims, unpaid awards, awards and other rights against third Persons Third Parties arising out of such Casualty Lossthe taking, insofar as they are attributable to the Assets threatened to be taken. (f) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion or otherwise (including watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets.

Casualty or Condemnation Loss. (ai) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price$390,600, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer Grantee shall nevertheless be required to close, and Seller Grantor shall elect, by written notice to Buyer Grantee prior to Closing, in the case of fire or other casualty, either (A1) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at SellerGrantor’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B2) to indemnify Buyer Grantee in a manner reasonably acceptable to Buyer Grantee against any Losses costs, losses, or expenses that Buyer Grantee reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller Grantor shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bii) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% $390,600 or less of the unadjusted Purchase Priceless, Buyer Grantee shall nevertheless be required to close and Seller Grantor shall, at Closing, pay to Buyer Grantee all sums (if any) paid to Seller Grantor by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer Grantee or subrogate Buyer Grantee to all of SellerGrantor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of Grantor, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, subject to the Closing, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)domain, and the aggregate amount of any such loss or taking exceeds 15% of the Purchase Price, either party shall have the right to terminate this Agreement and Buyer shall promptly receive back the Deposit. If the aggregate amount of any such loss or taking is 15% or less of the Purchase Price, Buyer shall be required to close. If the loss as a result of such Casualty Loss individually individual casualty or in taking exceeds $250,000 and the aggregate exceeds 1% of the unadjusted Purchase Priceparties proceed to Closing, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing either (Ai) to cause the such affected Assets affected by such casualty or taking to be repaired or restored to at least their its condition prior to such Casualty Losscasualty or taking, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (Bii) to indemnify Buyer in through a manner document reasonably acceptable to Seller and Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets subject to such casualty or taking or (iii) to treat such casualty or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons taking as a Title Defect with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. affected Asset or Assets under Section 11.2 or (biv) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, shall pay to Buyer all sums (if any) paid or payable to Seller by third Persons Third Parties by reason of such Casualty Loss casualty or taking insofar as with respect to the Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Losscasualty or taking insofar as with respect to the Assets; provided, however, that in the case of (iv), Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Assets. In the case of (i) — (iii), Seller shall retain all rights to insurance, condemnation awards and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Assets.

Casualty or Condemnation Loss. (a) IfIf all or any portion of the Transferred Assets shall, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is be materially (i.e., more than $75,000,000) damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such a Casualty Loss individually or Event, then Purchaser may elect, in the aggregate exceeds 1% of the unadjusted Purchase Priceits sole discretion, Seller shall have the option to exclude such affected Assets from the transactions contemplated by terminate this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior Seller. Such election to Closing, in the case of fire or other casualty, either terminate must be made within thirty (A30) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) days of the Assets (or portion thereof) taken in condemnation or under right date of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty LossEvent. If Purchaser does not exercise its right to terminate within said thirty (30) day time period, except to then this Agreement shall remain in force and effect and the extent the Parties otherwise agree terms set forth in writingSection 4.11(b) shall control. (b) IfIf all or any portion of the Transferred Assets shall, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss be damaged or destroyed as a result of a Casualty Event to a non-material extent (i.e., $75,000,000 or less), Purchaser and Seller shall remain obligated to perform this Agreement. Seller shall provide prompt written notice to Purchaser upon the occurrence of a Casualty Event. Purchaser shall, within 45 days of receiving notice of the Casualty Event, elect in writing to either have (i) Seller cause the Transferred Assets affected by any such Casualty Loss individually Event to be repaired, replaced or restored to Purchaser’s reasonable satisfaction to at least the same condition as such Transferred Assets were in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required prior to close and Seller shallsuch Casualty Event, at ClosingSeller’s sole cost (but only to the extent of Seller’s receipt of insurance proceeds or awards, pay to Buyer as promptly as reasonably practicable, or (ii) Purchaser shall receive all sums (if any) paid to Seller by third Persons parties by reason of such Casualty Loss Event to the extent (and only to the extent) attributable to the Transferred Assets and shall assign, transfer and set over to Buyer Purchaser or subrogate Buyer Purchaser to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons parties arising out of such Casualty LossEvent to the extent (and only to the extent) attributable to the Transferred Assets; provided, however, that Seller will reserve and retain (and Purchaser will assign to Seller) all rights, title and interests and claims against third parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against third parties. (c) If the Closing or the Outside Termination Date is expected to occur prior to the expiration of the 45 day period referenced in Section 4.11(b), then the Closing Date and the Outside Termination Date, as applicable, shall be postponed, if necessary, to 30 days after Purchaser’s election in Section 4.11(b).

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire fire, flood, other Act of God, or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to closeclose (subject to the other provisions of this Agreement), and Seller the Buyer shall elect, by written notice to Buyer Seller delivered at least five (5) Business Days prior to Closing, in the case of fire or other casualty, to require Seller either (Ai) to cause the such affected Assets affected by any Casualty Loss (other than condemnation or eminent domain) to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (Bii) to fully indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair or restore the Assets subject to such affected Casualty Loss, or (iii) to remove and exclude such Asset or portion thereof from the “Assets. In the case of condemnation or eminent domain” to be transferred and conveyed to Buyer at Closing and, the Parties shall work together in good faith accordingly, to reduce the Purchase Price to be paid at Closing by an amount equal to the Allocated Value of such Asset (or, if a portion of such Asset, such portion of such Allocated Value as shall be determined in a reasonable manner taking into account the net acreage (or applicable net acre feet, as appropriate) that the portion thereof) of such Asset affected by such Casualty Loss bears to the Assets net acreage (or portion thereofnet acre feet, as appropriate) taken in condemnation or under right of eminent domainthe entire Asset). In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Assets through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Buyer shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), and the resulting loss as a result (net to the interest of SM Energy, the Company or its or their Affiliates in the assets damaged or destroyed) from such Casualty Loss individually or in exceeds $100,000 based on the aggregate exceeds 1% Allocated Value of the unadjusted Purchase PriceAssets physically impacted by such Casualty Loss and not merely associated with the physically impacted Assets, Seller then (i) Buyer shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM Energy shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing to either (A) cause, at SM Energy’s sole cost and as promptly as reasonably practicable prior to cause the Closing, each Asset affected by such affected Assets affected Casualty Loss to be repaired or restored to at least their its condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date)casualty or taking, or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal the cost to the Allocated Value (repair or applicable portion thereof) of the Assets (restore each Asset affected by such Casualty Loss to at least its condition prior to such casualty or portion thereof) taken in condemnation or under right of eminent domaintaking. In each case, Seller SM Energy shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, except as set forth below, from and after the Execution Date, Buyer shall assume all risk of loss with respect to any decrease in the amount of hydrocarbon throughput utilizing the Gathering System, for any reason, including through normal depletion of those xxxxx connected to the Gathering System, other mechanical failure (including watering out, collapsed casing or sand infiltration of any well connected to the Gathering System) and the depreciation of pipelines and other personal property included in the Assets due to ordinary wear and tear. (b) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty (a “Casualty”) or is taken in condemnation or under right of eminent domain (a “Casualty LossCondemnation Proceeding”), ) and the loss Damages resulting from such Casualty or Condemnation Proceeding (which shall include the estimated amount of reduction in the fair market value of such Assets or, in the event of a Casualty, the estimated cost of repairing the Assets damaged or destroyed by such Casualty or replacing such Assets with assets of similar utility and which shall take into account any lost profits as a result of the inoperability of the Gathering System or portion thereof affected by such Casualty Loss individually or in Condemnation Proceeding) (the aggregate exceeds “Restoration Costs”) is less than 1% of the unadjusted Purchase PriceClosing Payment, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, then Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, shall pay to Buyer (or its designee) all sums (if any) paid to Seller by third Persons Third Parties by reason of such Casualty Loss or Condemnation Proceeding with respect to the affected Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to Buyer’s designee all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties (excluding any liabilities or claims, other than insurance claims, of or against the Seller Indemnified Parties) arising out of such Casualty Lossor Condemnation Proceeding with respect to the affected Assets; provided, however, that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in connection with such Casualty or Condemnation Proceeding. (c) Subject to the rights of the Parties under Section 9.1(f), if, after the Execution Date but prior to the Closing Date, any portion of the Assets is destroyed by a Casualty or is taken by a Condemnation Proceeding and the Restoration Costs resulting from such Casualty or Condemnation Proceeding is equal to or in excess of 1% of the Closing Payment, then Buyer shall nevertheless be required to close and Seller shall have the right to elect to (i) reduce the Closing Payment by the Restoration Costs relating to such Casualty or Condemnation Proceeding or (ii) repair and restore the affected Asset at Seller’s sole cost and expense (which repair and restoration may extend post-Closing) and (in either case) Seller shall be entitled to all sums paid to Seller by Third Parties by reason of such Casualty or Condemnation Proceeding with respect to the affected Assets and all rights, title, interests and claims against Third Parties arising out of or relating to such Casualty or Condemnation Proceeding. (d) If any action for a Condemnation Proceeding is pending or threatened with respect to any Asset or portion thereof after the Execution Date, which would result in Restoration Costs of less than 15% of the Closing Payment if such Condemnation Proceeding was successful, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or Buyer’s designee all of Seller’s right, title and interest (if any) in such Condemnation Proceeding, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such Condemnation Proceeding with respect to the Assets.

Casualty or Condemnation Loss. (a) If, prior to or after the date of this Agreement but in all cases prior to the Closing Date, any portion of the Assets is or has been damaged or destroyed by fire or other casualty (a “Casualty”) or is or has been taken in condemnation or under right of eminent domain (a “Casualty LossCondemnation Proceeding”), ) and the loss as a result amount of accrued but unpaid liability resulting from such Casualty or Condemnation Proceeding (which shall include the estimated amount of reduction in the fair market value of such Casualty Loss individually or Assets or, in the aggregate exceeds 1event of a Casualty, the estimated cost of repairing the Assets damaged or destroyed by such Casualty or replacing such Assets with assets of similar utility) (the “Restoration Costs”) is less than [***]% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualtyaggregate, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, then Buyer shall nevertheless be required to close and Seller shallSeller, at the Closing, shall pay to Buyer (or its designee) all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss or Condemnation Proceeding with respect to the affected Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to Buyer’s designee all of Seller’s and its Affiliate’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third parties arising out of such Casualty or Condemnation Proceeding with respect to the affected Assets; provided, however, that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against third Persons for the recovery of Seller’s and its Affiliate’s unpaid awards and other rights and costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against third parties or in defending or asserting rights in connection with such Casualty or Condemnation Proceeding. (b) If, prior to or after the date of this Agreement but in all cases prior to the Closing Date, any portion of the Assets is destroyed by a Casualty or is taken by a Condemnation Proceeding and the Restoration Costs resulting from such Casualty or Condemnation Proceeding is equal to or in excess of [***]% of the Purchase Price, in the aggregate, then Buyer shall nevertheless be required to close and Seller shall have the right to elect to (i) reduce the Purchase Price by the Restoration Costs relating to such Casualty or Condemnation Proceeding or (ii) have Seller repair and restore the affected Asset at Seller’s sole cost and expense (which repair and restoration may extend post-Closing) and (in either case) Seller shall be entitled to all sums paid to Seller by third Persons by reason of such Casualty or Condemnation Proceeding with respect to the __________ ***Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. affected Transferred Assets and all rights, title, interests and claims against third Persons arising out of or relating to such Casualty Lossor Condemnation Proceeding. (c) If, prior to or after the date of this Agreement but in all cases prior to the Closing Date, any portion of the Assets is or has been destroyed by a Casualty or is or has been taken by a Condemnation Proceeding and the Restoration Costs resulting from such Casualty or Condemnation Proceeding is equal to or in excess of [***]% of the Purchase Price, in the aggregate, then Buyer may terminate this Agreement upon written notice to Seller.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 11.5% of the unadjusted Purchase Price, Seller shall have the option to exclude such any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value Values of such excluded Assets. If Seller opts to exclude any such affected Assets Asset (collectively, the “Retained Assets”), Seller shall retain such Retained Assets or cause the Company to assign such Retained Assets to Seller before Closing. If Seller opts elects not to elect the option to exclude such affected Assets, Buyer shall shall, at Seller’s election, nevertheless be required to closeconsummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (Ai) to cause the such affected Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after must be completed by the Closing Date), or (Bii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incurs incur to repair the Assets subject to any such affected AssetsCasualty Loss. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller the Company shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 11.5% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, if Closing occurs, Buyer shall assume all risk of loss with respect to (i) production of Hydrocarbons from the Assets through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well due solely to normal depletion) and (ii) the depreciation of personal property due to ordinary wear and tear and, in each case, Buyer shall not assert such matters as Casualty Losses or Title Defects hereunder. (b) If, from and after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), and the loss as a result of resulting losses from such Casualty Loss individually or Losses exceed $250,000 in the aggregate exceeds 1% aggregate, then, subject to Section 9.1(e) and the other provisions of the unadjusted Purchase Pricethis Agreement, Seller (i) Buyer shall have the option nevertheless be required to exclude such affected Assets from close the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller ii) SM Energy shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing to either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Losscause, at SellerSM Energy’s sole cost, risk and expenseeach Asset affected by such Casualty Losses to be repaired, as promptly as reasonably practicable restored or replaced (which work may extend after to at least the condition or quality prior to the occurrence of the applicable event) prior to Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal the cost to the Allocated Value (repair, restore or applicable portion thereof) of the Assets (replace each Asset affected by such Casualty Losses to at least its condition prior to such casualty or portion thereof) taken in condemnation or under right of eminent domaintaking. In each case, Seller SM Energy shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. . SM Energy shall be deemed to have made the election under clause (bB) Ifabove with respect to each Asset affected by Casualty Losses if, after as of the date of this Agreement but Outside Termination Date or the Closing, as applicable, such Asset has not been repaired, restored or replaced (to at least the condition or quality prior to the Closing Date, any portion occurrence of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, applicable event) at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of SellerSM Energy’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty Losssole cost.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, subject to the Closing, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)domain, and the aggregate amount of any such loss or taking, along with the total amount of Environmental Defects and Title Defects exceed twenty percent (20%) of the Purchase Price, either party shall have the right to terminate this Agreement and Buyer shall promptly receive back the Deposit. If the aggregate amount of any such loss or taking along with the total amount of Environmental Defects and Title Defects is twenty percent (20%) or less of the Purchase Price, Buyer shall be required to close. If the loss as a result of such Casualty Loss individually individual casualty or in the aggregate taking exceeds 1% two percent (2%) of the unadjusted Purchase PricePrice and the parties proceed to Closing, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing either (Ai) to cause the such affected Assets affected by such casualty or taking to be repaired or restored to at least their its condition prior to such Casualty Losscasualty or taking, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), ) or (Bii) to indemnify Buyer in through a manner document reasonably acceptable to Seller and Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets subject to such casualty or taking, or (or portion thereofiii) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, shall pay to Buyer all sums (if any) paid or payable to Seller by third Persons Third Parties by reason of such Casualty Loss casualty or taking insofar as with respect to the Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Losscasualty or taking insofar as with respect to the Assets; provided, however, that in the case of (iii), Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Assets. In the case of (i) - (ii), Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Assets.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, subject to the Closing, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)domain, and the aggregate amount of any such loss or taking, along with the total amount of Environmental Defects and Title Defects exceed twenty percent (20%) of the Purchase Price, either party shall have the right to terminate this Agreement and Buyer shall promptly receive back the Deposit. If the aggregate amount of any such loss or taking along with the total amount of Environmental Defects and Title Defects is twenty percent (20%) or less of the Purchase Price, Buyer shall be required to close. If the loss as a result of such Casualty Loss individually individual casualty or in the aggregate taking exceeds 1% two percent (2%) of the unadjusted Purchase PricePrice and the parties proceed to Closing, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing either (Ai) to cause the such affected Assets affected by such casualty or taking to be repaired or restored to at least their its condition prior to such Casualty Losscasualty or taking, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), ) or (Bii) to indemnify Buyer in through a manner document reasonably acceptable to Seller and Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets subject to such casualty or taking, or (or portion thereofiii) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, shall pay to Buyer all sums (if any) paid or payable to Seller by third Persons Third Parties by reason of such Casualty Loss casualty or taking insofar as with respect to the Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Losscasualty or taking insofar as with respect to the Assets; provided, however, that in the case of (iii), Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Assets. In the case of (i) -(ii), Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Assets.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time if Closing occurs, with respect to the Conveyed Interests, without limiting Buyer’s rights to indemnity hereunder, Buyer shall assume all risk of loss with respect to: (i) production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well); and (ii) the depreciation of Personal Property due to ordinary wear and tear, in each case, to the extent attributable to the Conveyed Interests, and Buyer shall not assert such matters as any casualty losses or Title Defects hereunder, to the extent of its percentage interest share. (b) If, after the date of this Agreement Effective Time but prior to the Closing Date, any portion of the Assets Conveyed Interests is damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty LossEvent”), and the loss then, subject to Buyer’s rights arising under Section 10.4, Buyer will not be excused from its obligation to close solely as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, thereof and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, either Closing either: (Ai) to cause the Conveyed Interests affected by such affected Assets affected casualty or taking to be repaired or restored to at least their its condition prior to such Casualty Losscasualty or taking, at Seller’s sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal prior to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken Closing, in condemnation or under right of eminent domain. In each which case, Seller shall is entitled to retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing. ; or (bii) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, to pay to Buyer all sums (if any) paid to Seller by third Persons Third Parties by reason of such Casualty Loss casualty or taking to the extent (and only to the extent) attributable to the Conveyed Interests and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Losscasualty or taking to the extent (and only to the extent) attributable to the Conveyed Interests; provided, however, that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Conveyed Interests. (c) Subject to Buyer’s rights arising under Section 10.4, if any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Conveyed Interest or portion thereof after the Effective Time, but no taking of such Conveyed Interest or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, to the extent (and only to the extent) attributable to the Conveyed Interests threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Conveyed Interests, to the extent that no such costs will be charged to Buyer.

Casualty or Condemnation Loss. (a) IfNotwithstanding anything herein to the contrary, from and after the date of this Agreement but prior to the Effective Time if Closing Dateoccurs, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty LossSubject Assets, except the Contributed Companies shall bear all risk of loss with respect to the extent the Parties otherwise agree in writingdepreciation of personal property due to ordinary wear and tear and neither BG nor any Contributed Company shall assert such matters as any casualty losses or Title Defects hereunder. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Subject Assets experiences a Casualty Lossis damaged or destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss then BG shall not as a result be excused from Closing and EXCO shall elect by written notice to BG prior to Closing either (i) to cause the Subject Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at EXCO’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (ii) to indemnify BG and the Contributed Companies through a document to be delivered at Closing reasonably acceptable to EXCO and BG against any costs or expenses that BG and the Contributed Companies reasonably incur to repair or restore any Subject Assets affected by such casualty or taking. In each case, EXCO shall be entitled to all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the Parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Subject Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Loss individually Subject Asset or in portion thereof occurs prior to the aggregate is 1% or less of the unadjusted Purchase PriceClosing Date, Buyer BG shall nevertheless be required to close and Seller shallEXCO, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer the Midstream Companies or subrogate Buyer the Midstream Companies to all of SellerEXCO’s right, title and interest (if any) in insurance claimssuch condemnation or eminent domain action, unpaid awardsincluding any future awards therein, to the extent (and other only to the extent) attributable to the Subject Assets threatened to be taken, except that EXCO shall reserve and retain (and the Midstream Companies shall assign to EXCO) all rights, titles, interests and claims against Third Parties for the recovery of EXCO’s costs and expenses incurred prior to the Closing in defending or asserting rights against third Persons arising out of in such Casualty Lossaction with respect to the Subject Assets.

Casualty or Condemnation Loss. (a) IfNotwithstanding anything herein to the contrary but subject to the provisions of Article 6.1 and Article 12.3(b), if Closing occurs, from and after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected AssetsEffective Time, Buyer shall nevertheless be required assume all risk of loss with respect to closeproduction of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and Seller shall elect, by written notice the depreciation of Personal Property due to Buyer prior to Closingordinary wear and tear, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty LossAssets, except to the extent the Parties otherwise agree in writingand such matters shall not be considered as a casualty loss or damage. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Lossis destroyed or damaged by casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of such Casualty Loss individually individual casualty or taking exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), Seller and Buyer shall negotiate in good faith in an effort to agree to a mutually acceptable remedy including, without limitation, one of the following: (i) to cause the Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), (ii) to indemnify Buyer through a document reasonably acceptable to Seller and Buyer against any costs or expenses that Buyer reasonably incurs to repair the Assets subject to such casualty or taking, (iii) to treat such casualty or taking as a Title Defect with respect to the affected Asset or Assets under Article 12.2, (iv) include the Assets affected by such casualty or taking in this transaction without adjustment to the Purchase Price or based on a mutually agreeable adjustment to the Purchase Price for such casualty or taking, or (v) exclude the Assets affected by such casualty or taking from this transaction and adjust the Purchase Price by an amount acceptable to both Seller and Buyer. In each case, Seller shall reserve and retain (and Buyer shall assign to Seller) all rights to insurance, condemnation awards and other claims against Third Parties, including the recovery of Seller’s costs and expenses incurred prior to Closing in pursuing or asserting any such insurance claims or other rights or in defending or asserting rights in such condemnation or eminent domain action, with respect to the aggregate casualty or taking except to the extent the parties otherwise agree in writing. In the event Seller and Buyer do not mutually agree to an acceptable remedy with respect to such casualty or taking on or before the Closing Date, then either Buyer or Seller, in its sole discretion, shall have the right to terminate this Agreement. In the event such casualty or taking occurs within five (5) Business Days prior to the Closing Date, the Closing Date shall be automatically extended for a period of thirty (30) days from the date of such casualty or taking, unless a longer or shorter extension is 1% agreed to by the parties in writing. (c) If any action for condemnation or less taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the unadjusted Purchase Pricedate of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claimssuch condemnation or eminent domain action, unpaid awardsincluding any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and other retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights against third Persons arising out of in such Casualty Lossaction with respect to the Assets.

Casualty or Condemnation Loss. (a) If, after during the date of this Agreement but prior to the Closing DateInterim Period, any portion of the Assets is destroyed by a fire or other casualty or is taken in condemnation or under right of eminent domain (each a “Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall will nevertheless be required to close, close and Seller shall electwill, at Seller’s sole election, elect to: (i) reduce the Base Purchase Price by written notice to an amount agreed upon in writing by the Parties as being a reasonable estimate of such Casualty Loss; or (ii) agree with Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Lossrestored, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) IfNotwithstanding anything to the contrary (but subject to the insurance obligations of Seller under this Agreement): (i) in no event shall there be any adjustments to the Base Purchase Price or other remedies provided by Seller for an individual Casualty Loss that does not exceed seven hundred and fifty thousand dollars ($750,000.00) (the “Casualty Loss Threshold”); and (ii) in no event shall there be any adjustments to the Base Purchase Price or other remedies provided by Seller for an individual Casualty Loss unless the sum of each amount in excess of the Casualty Loss Threshold for each such qualified Casualty Losses, added together, excluding any Casualty Losses repaired or restored by Seller prior to Closing, exceeds a deductible in an amount equal to 1% of the Base Purchase Price (the “Casualty Loss Deductible”), after which point Buyer will be entitled to an adjustment to the Base Purchase Price or other remedies only to the extent such sum exceeds the Casualty Loss Deductible. (c) In the event that Seller elections to proceed under Section 6.9(a)(i) and the Parties have failed to agree in good faith by Closing on the reduction to the Base Purchase Price, then no adjustment to the Base Purchase Price (if applicable) shall be made therefor at Closing and either Party may submit the dispute to a Casualty Arbitrator post-Closing. In such event, the following shall be applicable: (i) The Casualty Arbitrator will be selected by agreement of the Parties. If the Parties are unable to agree on the Casualty Arbitrator no later than thirty (30) days after the end of the Cure Period, then the Casualty Arbitrator will be selected by the office of the American Arbitration Association located in Houston, Texas (such arbitrator as so selected by the Parties or the American Arbitration Association, the “Casualty Arbitrator”). (ii) Unless otherwise agreed by the Parties, the Casualty Arbitrator may not have worked as an employee or outside counsel for either Party or its Affiliates during the five (5) year period immediately preceding the end of the Cure Period or have any financial interest in the dispute. (iii) The arbitration proceeding will be held in Xxxxxx County, Texas, and will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent that such rules do not conflict with the terms of this Section 6.9. (iv) The Casualty Arbitrator’s determination will be made no later than fifteen (15) days after the date of submission of the matters in dispute and will be final and binding on the Parties without right of appeal. In making his decision, the Casualty Arbitrator will be bound by the rules set forth in this Section 6.9 and this Agreement but prior to and may consider such other matters as in the Closing Date, any portion opinion of the Assets experiences Casualty Arbitrator are reasonably necessary or helpful to make a proper determination. Additionally, the Casualty Arbitrator may consult with and engage disinterested third parties to advise the Casualty Arbitrator, including petroleum engineers. The Casualty Arbitrator will act as an expert for the limited purpose of determining the existence of a value of the Casualty Loss submitted by any Party and may not award damages, interest or penalties to either Party with respect to any other matter. (v) Each of the Parties will bear its own legal fees and other costs of presenting its case. The costs and expenses of the Casualty Arbitrator will be borne by the Parties in inverse proportion as the Parties prevail (by dollar amounts) in all matters in dispute. (vi) Promptly following the determination by the Casualty Arbitrator of the disputed value of any Casualty Loss, subject to the Casualty Threshold and Casualty Deductible, Seller shall reimburse to Buyer, by wire transfer of immediately available funds, the loss as a result amount of such Casualty Loss individually or in as determined by the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons arising out of such Casualty LossArbitrator.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, subject to the Closing, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of Personal Property due to ordinary wear and tear, in each case, with respect to the Assets. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”)domain, and the aggregate amount of any such loss or taking exceeds 15% of the Purchase Price, either party shall have the right to terminate this Agreement and Buyer shall promptly receive back the Deposit. If the aggregate amount of any such loss or taking is 15% or less of the Purchase Price, Buyer shall be required to close. If the loss as a result of such Casualty Loss individually individual casualty or in taking exceeds $250,000 and the aggregate exceeds 1% of the unadjusted Purchase Priceparties proceed to Closing, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer prior to Closing, in the case of fire or other casualty, Closing either (Ai) to cause the such affected Assets affected by such casualty or taking to be repaired or restored to at least their its condition prior to such Casualty Losscasualty or taking, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (Bii) to indemnify Buyer in through a manner document reasonably acceptable to Seller and Buyer against any Losses costs or expenses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets subject to such casualty or taking or (iii) to treat such casualty or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons taking as a Title Defect with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. affected Asset or Assets under Section 11.2 or (biv) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shallSeller, at Closing, shall pay to Buyer all sums (if any) paid or payable to Seller by third Persons Third Parties by reason of such Casualty Loss casualty or taking insofar as with respect to the Assets and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, awards and other rights against third Persons Third Parties (excluding any Liabilities, other than insurance claims, of or against any Seller Indemnified Parties) arising out of such Casualty Losscasualty or taking insofar as with respect to the Assets; provided, however, that in the case of (iv), Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Assets. In the case of (i) - (iii), Seller shall retain all rights to insurance, condemnation awards and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Asset or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Assets.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date, but prior to the Closing Date, any portion of the Assets is damaged, destroyed or made unavailable or unusable for the intended purpose by fire or other casualty or is taken in condemnation or under right of eminent domain (each a “Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% Aggregate Defect Amount is greater than twenty percent (20%) of the unadjusted Purchase Price, Seller shall have the option Buyer may elect to exclude such affected Assets from the transactions contemplated by terminate this Agreement and reduce at any time prior to Closing pursuant to Section 11.1(e). In the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts event that Buyer does not elect to exclude any such affected Assets (collectively, the “Retained Assets”terminate this Agreement pursuant to Section 11.1(e), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, elect by written notice to Buyer Sellers prior to Closing, in the case of fire or other casualty, Closing either (Ai) to cause the Assets adversely affected by any such affected Assets affected individual Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s Sellers’ sole cost, risk cost and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion Date or (ii) for the Purchase Price to be reduced by the sums of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) amounts paid to Seller Sellers by third Persons Third Parties by reason of such Casualty Loss that have not been used to repair or restore any Assets adversely affected by any Casualty Loss in accordance with Section 6.4(a)(i), and Sellers shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s Sellers’ right, title and interest (if any) in insurance claims, unpaid awards, condemnation payments, insurance proceeds and other rights and claims against third Third Parties (other than Persons within the Seller Indemnified Parties) arising out of such the Casualty Loss. (b) If, after the Execution Date, but prior to the Closing Date, any Casualty Loss occurs, and the Aggregate Defect Amount is less than or equal to twenty percent (20%) of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and, at Buyer’s option (i) the Assets affected by such Casualty Loss shall be retained by Sellers, in which event the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Assets and such Assets shall constitute Excluded Assets or (ii) Sellers shall deduct from the Purchase Price all sums paid to Sellers by Third Parties by reason of such individual Casualty Loss that have not been paid to Buyer and Sellers shall assign, transfer and set over to Buyer or subrogate Buyer to all of Sellers’ right, title and interest (if any) in unpaid awards, condemnation payments, insurance proceeds and other rights and claims against Third Parties (other than Persons within the Seller Indemnified Parties) arising out of the Casualty Loss.

Casualty or Condemnation Loss. (ai) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price$21,600, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer Grantee shall nevertheless be required to close, and Seller Grantor shall elect, by written notice to Buyer Grantee prior to Closing, in the case of fire or other casualty, either (A1) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at SellerGrantor’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B2) to indemnify Buyer Grantee in a manner reasonably acceptable to Buyer Grantee against any Losses costs, losses, or expenses that Buyer Grantee reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller Grantor shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bii) If, If after the date of this Agreement but prior to the Closing DateDate (or with respect to the Golden Lane Leases, prior to the Second Conveyance), any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% $21,600 or less of the unadjusted Purchase Priceless, Buyer Grantee shall nevertheless be required to close and Seller Grantor shall, at Closing, pay to Buyer Grantee all sums (if any) paid to Seller Grantor by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer Grantee or subrogate Buyer Grantee to all of SellerGrantor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of Grantor, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (ai) If, If after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% two percent (2%) of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A1) to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B2) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses costs, losses, or expenses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domainsubject to any Casualty Loss. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (bii) If, If after the date of this Agreement but prior to the Closing DateDate , any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less two percent (2%) of the unadjusted Purchase PricePrice or less, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons (other than Affiliates of Seller, other than captive insurance Affiliates, and its and their directors, officers, employees and agents) arising out of such the Casualty Loss.

Casualty or Condemnation Loss. (a) If, after the date execution of this Agreement Agreement, but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (a “Casualty Loss”), Buyer shall, at its election, have the right to either (A) exclude the affected Asset from the Closing (in which case it shall be deemed to be an Excluded Asset under this Agreement, and the loss as a result Purchase Price shall be reduced by the Allocated Value thereof), or (B) close on the purchase of such Casualty Loss individually or affected Asset in the aggregate exceeds 1% of the unadjusted Purchase Pricewhich case (subject to each Party’s rights set forth in Section 11.01(d) and Buyer, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and at its sole election, may elect to: (i) reduce the Purchase Price by an amount agreed upon in writing by the aggregate Parties as being a reasonable estimate of such Casualty Loss, which amount shall not exceed the Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets the applicable Asset, (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (Aii) agree with Sellers to cause the such affected Assets affected by any Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Lossrestored, at Seller’s Sellers’ sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing DateDate only with Buyer’s prior written consent), or (Biii) to indemnify Buyer in a manner reasonably acceptable have Sellers transfer to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domaininsurance proceeds, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such Casualty Loss and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third Persons payments arising out of such Casualty Loss; provided, however, that such amounts cover the cost of repair and restoration in full. If Buyer elects to proceed under Section 4.02(i) and the Parties fail to agree by the Closing Date on the reduction to the Purchase Price (which agreement the Parties shall use good faith efforts to reach), Buyer shall then proceed with respect to such Casualty Loss under either Section 4.02(ii) or Section 4.02(iii). If Buyer elects to proceed under Section 4.02(ii) and the Parties fail to agree by Closing on the terms of the agreement contemplated thereby (which agreement the Parties shall use good faith efforts to reach), Buyer shall then proceed with respect to such Casualty Loss under either Section 4.02(i) or Section 4.02(iii).