Common use of Deferred Claims and Disputes Clause in Contracts

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "Deferred Adjustment Claim") shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f), 9.2(f) and 9.4, shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 6.6 and, except as provided in Sections 9.1(f), 9.2(f9.1(e) and 9.49.2(e), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f9.1(e) and 9.2(f9.2(e), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may shall be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, VI or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "Deferred Adjustment Claim") shall be settled pursuant to this Section 6.5 6.6 and, except as provided in Sections 9.1(f), 9.2(f) and 9.4, shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.. Notwithstanding anything herein provided to the contrary, if Seller has disputed the existence of an Environmental Defect with respect to any Asset for which Seller has made the election set forth in Section 5.5(b)(i), to the extent that the board of arbitrators makes a final and

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f), 9.2(f9.1(e) and 9.49.2(e), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f9.1(e) and 9.2(f9.2(e), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any In the event the Seller and Buyer are unable to resolve all disputes regarding the Deferred Adjustment Claims which are not so resolved on or before by the end of the Deferred Matters Date Date, then any remaining Deferred Adjustment Claims shall be resolved by a Title Arbitrator as follows: (i) Seller and Buyer shall mutually agree on a single Title Arbitrator; (ii) the Title Arbitrator shall be neutral and shall be an attorney licensed to practice law in Texas and shall have no less than twenty (20) years’ experience in oil and gas title matters; (iii) within ten (10) Business Days following the selection of the Title Arbitrator, the Buyer and the Seller shall provide to the Title Arbitrator, with a copy to the other party, only such information as may be submitted requested by either party the Title Arbitrator; (iv) within thirty (30) Business Days following receipt of the requested information necessary to final make its determination, the Title Arbitrator shall issue a written decision resolving all remaining Deferred Adjustment Claims by determining whether any Deferred Adjustment Claims properly constitute a Title Defect(s) pursuant to this Agreement; (v) the decision of the Title Arbitrator shall be final, unappealable, and binding arbitration in accordance with on the Arbitration ProceduresSeller and Buyer and, if appropriate based on the Title Arbitrator’s decision, the Seller shall properly pay to Buyer the amount the Purchase Price at closing would have been reduced on account of the Title Defect(s) determined by the Title Arbitrator; providedand (vi) the fees, costs, and expenses of the Title Arbitrator shall be borne and paid one-half by Buyer and one-half by Seller. Provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.

Deferred Claims and Disputes. Seller shall notify Buyer of any Title Defects or Environmental Defects that it disputes no later than two (2) days before Closing. Otherwise, Seller shall be deemed to have accepted such Defects, whereupon they shall be deemed “Permitted Encumbrances” as provided in Article 7 or 8 of this Agreement. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI8, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustmentsunder Article 7, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any then unless such dispute or claim (a "Deferred Adjustment Claim"“Disputed Defect”) is waived in writing by Buyer, such Disputed Defects shall be settled pursuant to this Section 6.5 andArticle 9, except as provided in Sections 9.1(f), 9.2(f) and 9.4, shall not prevent or delay Closing. In no event shall The amount attributable to any Disputed Defects (including the Remediation Amounts and Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(fAmounts) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which due at Closing. Buyer becomes entitled shall place such amount in an escrow account under the final and binding written decision terms of the board Escrow Agreement pending resolution of arbitrators the dispute as provided for herein. If the parties are unable to resolve the dispute by informal discussions within 30 days of Closing, then the dispute resolution procedure set forth in Section 18.3 shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rateapply.

Deferred Claims and Disputes. In If (a) Parent presents an Asserted Defect to the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and Company in accordance with the requirements of this Article VISection 2.8(b), or (iib) the existence Company is unwilling or unable to cure such Asserted Defect as of one or more Environmental Defectstwo (2) business days prior to Closing, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller (c) the Company does not elect to transfer such Defective Property to the Designated Entity pursuant to Section 5.52.8(d)(i) and (d) the parties do not agree on a corresponding reduction of the Merger Consideration attributable to such Asserted Defect prior to two (2) business days prior to the Closing, any then Parent's claim to a reduction of the Merger Consideration in respect of such dispute or claim Asserted Defect (a "Deferred Adjustment Claim") shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f), 9.2(f) 2.10 and 9.4, shall not prevent or delay the Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer Parent and Seller the Company shall deliver to the other promptly a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim. At the Closing, the Purchase Price Merger Consideration shall not be adjusted on account of, and, except as provided in Sections 9.1(f) and 9.2(fSection 6.1(c), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller Company and Buyer Parent shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which that are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration ProceduresSection 2.11; provided, however, that the Seller Stakeholders' Representative may elect at any time to resolve all any disputes relating to the such Deferred Adjustment Claims Claim by the authorizing payment to Buyer Parent of the amount by which the Purchase Price Merger Consideration would have been reduced at Closing on account of the Title Defects or Environmental Asserted Defects which constitute Deferred Adjustment Claims if the same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c2.8(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller the Company shall be entitled to cure any Title Asserted Defect which constitutes a Deferred Adjustment Claim relating to a Title Defect (but not Deferred Adjustment Claims relating to an Environmental Defect) at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Proceduresthereto. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators Merger Consideration shall be promptly refunded by Seller paid to Buyer, together with interest thereon Parent from the Closing Date Expense Account pursuant to the date of payment at the Agreed RateSection 2.4(g).

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed by Closing upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, VII or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.56.2, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 7.6 and, except as provided in Sections 9.1(f), 9.2(f10.1(f) and 9.410.2(f), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, Buyer as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 7.2 or the Environmental Examination Period in accordance with Section 5.56.2, as applicable. Likewise, in no event shall any Seller Title Credit exceed the amount asserted by Seller therefor prior to the Closing Date. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's ’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in of and subject to Sections 9.1(f10.1(f) and 9.2(f10.2(f), no effect shall be given to, to the Deferred Adjustment Claim, except to the extent that the Deferred Adjustment Claim is with respect to an Excluded Asset excluded from the Assets pursuant to Section 6.2(b)(i) or 7.5. To the extent the Deferred Adjustment Claim relates to such an Excluded Asset, the Purchase Price at the Closing shall be adjusted to the extent provided in Section 6.2(b)(i) or 7.5 and such Excluded Asset shall not be conveyed to Buyer at the Closing, subject to the potential of a subsequent Closing with respect to such Excluded Asset as hereinafter provided in this Section 7.6. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time prior to resolution of a disputed Deferred Adjustment Claim to resolve all disputes relating to the such Deferred Adjustment Claims Claim, not relating to an Excluded Asset under Section 6.2(b)(i) or 7.5, by the payment to Buyer of the amount by which the Purchase Price would otherwise have been reduced at Closing (if such Deferred Adjustment Claim had been given effect at Closing at the amount claimed by Buyer) on account of the Title Defects or Environmental Defects which constitute giving rise to such Deferred Adjustment Claims if same did not constitute Deferred Adjustment ClaimsClaim, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c7.2(c), but without limiting Seller's ’s rights under Sections 6.2(c)(iiSection 7.2(c)(ii) and 6.2(c)(iii7.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes gives rise to a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration ProceduresProcedures (provided however that, notwithstanding the provisions of Exhibit A-1 or Section 16.10, in any arbitration proceedings pursuant to this Section 7.6 the board of arbitrators shall be comprised of one arbitrator, who shall be mutually agreed upon by Buyer and Seller and who shall be a title attorney with at least ten (10) years experience in oil and gas titles involving properties in the regional area in which the Subject Interests are located). The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate. If an Asset becomes an Excluded Asset by virtue of an asserted Title Defect or Environmental Defect, the existence of which is disputed by Seller as a Deferred Adjustment Claim, and such Title Defect or Environmental Defect (or both if applicable) is (or are) determined not to exist by a final and binding written decision of the board of arbitrators, then a delayed Closing shall occur with respect to such Excluded Asset on the first Business Day after the expiration of 21 days after such arbitration decision is delivered to Buyer and Seller, which delayed date of Closing shall become the new Closing Date for such Excluded Asset. At such delayed Closing, Seller shall convey such Excluded Asset to Buyer and Buyer shall pay Seller the Purchase Price allocated to such Excluded Asset, as adjusted pursuant to Section 3.1 through the new Closing Date therefor and such Excluded Asset, together with all excluded Incidental Rights, oil, gas and other hydrocarbons and other assets attributable or appurtenant thereto, shall thereafter be considered as an Asset.

Deferred Claims and Disputes. In Subject to the terms of Section 3.9 and Section 3.10, in the event that Buyer and ---------------------------- Seller have not agreed upon the Parties are unable to reach an agreement prior to Closing as to whether (ia) a Title Defect exists or, if it does exist, the existence of one or more Title Defects or Seller Defect Amount attributable to such Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, Defect or (iib) an Environmental Defect exists or, if it does exist, the existence amount of one or more the Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5Defect Value attributable thereto, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f), 9.2(f) 3.5 and 9.4, shall not prevent or delay Closing. In no event shall any Title Defect Amount, Amount or Environmental Defect Amount or Remediation Amount Value asserted by Buyer, or any Seller Title Credit asserted by Seller, Purchaser as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller Purchaser therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicablePeriod. With respect to each potential Deferred Adjustment Claim, Buyer and Seller Purchaser shall deliver to the other Noble prior to Closing a written notice describing each such potential Deferred Adjustment Claim, Purchaser’s good faith estimate of the amount in dispute value attributable to such Deferred Adjustment Claim (the “Purchaser‘s Estimate”) and a statement setting forth the facts and circumstances that support such party's Purchaser’s position with respect to such Deferred Adjustment ClaimClaim and Purchaser’s Estimate. At Closing, An amount equal to Purchaser’s Estimate of any Deferred Adjustment Claims (the “Adjustment Amount”) shall be deducted from the Purchase Price shall not be adjusted on account of, and, except otherwise payable at Closing and paid into the Defects Escrow with the Defects Escrow Agent pursuant to the terms of the Defects Escrow Agreement. Any Adjustment Amount deposited into the Defects Escrow pursuant to this Section 3.5 will remain therein until released as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claimthis Section 3.5. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer Parties shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party Party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed RateSection 17.1. Notwithstanding anything herein provided to the contrary, including Section 6.2(c)3.6, but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller Noble shall be entitled to cure any Title Defect which constitutes gives rise to a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators Independent Expert is made with respect thereto in accordance with pursuant to Section 17.1. If the Arbitration Procedures. The amount value of any reduction in the Purchase Price to which Buyer becomes entitled Deferred Adjustment Claim determined under the final and binding written decision of the board Independent Expert pursuant to Section 17.1 or the written agreement of arbitrators Purchaser and Noble (the “Resolved Amount”) is less than or equal to the Adjustment Amount regarding such Deferred Adjustment Claim, then the Resolved Amount withheld in the Defects Escrow (together with interest thereon) shall be promptly refunded by Seller released therefrom to BuyerPurchaser in accordance with the terms of the Defects Escrow Agreement and, to the extent applicable, the remaining amount withheld in the Defects Escrow with respect to such Deferred Adjustment Claim (the “Overheld Amount”) (together with interest thereon thereon) shall be promptly released to Noble in accordance with the terms of the Defects Escrow Agreement. Notwithstanding anything herein contained to the contrary, (x) in no event shall the Resolved Amount (less any interest earned thereon) be greater than Purchaser’s Estimate and (y) Purchaser shall pay to Noble an amount equal to the Agreed Rate on the Overheld Amount from the Closing Date to until the date of payment at the Agreed Ratepayment.

Deferred Claims and Disputes. In the event that Buyer Purchaser and ---------------------------- Seller have not agreed upon (i) the existence of one or more adjustments to the Purchase Price claimed by Purchaser for Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller Environmental Defects pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5V, any such dispute or claim (a "Deferred Adjustment Claim") shall be settled pursuant to the provisions of this Section 6.5 5.10 and, except as otherwise provided in Sections 9.1(f), 9.2(f5.09(a) and 9.45.09(b), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer Purchaser and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support the position of the party hereto delivering such party's position written notice with respect to such Deferred Adjustment Claim. Subject to the right of Purchaser to withhold Title Defect Amounts, or Environmental Defect Amounts as provided below in this Section 5.10, until a Deferred Adjustment Claim is resolved in accordance with the provisions of this Section 5.10, the Purchase Price shall not be adjusted and no other adjustments shall be made on account of such Deferred Adjustment Claim and no effect shall be given to such Deferred Adjustment Claim. At Closing, Purchaser shall deposit with the Escrow Agent that part of the aggregate amount of Title Defect Amounts, or the Environmental Defect Amounts, as applicable, claimed by Purchaser with respect to unresolved Deferred Adjustment Claims (the "Withheld Amount"), and in such event the portion of the Purchase Price shall not which would otherwise be adjusted on account of, and, except as provided paid in Sections 9.1(f) and 9.2(f), no effect cash by Purchaser to Seller at Closing shall be given to, held in escrow by the Deferred Adjustment ClaimEscrow Agent in accordance with the terms of the Escrow Agreement. On or prior to the thirtieth (30th) consecutive calendar 30/th/ day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller and Buyer Purchaser shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may shall be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer provisions of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures10.16. The amount of any reduction in the Purchase Price to which Buyer Purchaser becomes entitled under the final and binding written decision of the board of arbitrators or the written agreement of Purchaser and Seller shall be promptly refunded paid by Escrow Agent to Purchaser. Any Withheld Amount of the Purchase Price to which Seller becomes entitled under the final and binding written decision of the board of arbitrators or the written agreement of Purchaser and Seller shall be promptly paid by Escrow Agent to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed RateSeller.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 6.6 and, except as provided in Sections 9.1(f), 9.2(f9.1(e) and 9.49.2(e), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer Xxxxx and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f9.1(e) and 9.2(f9.2(e), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may shall be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer Xxxxx becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller Sellers have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller Sellers pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 6.6 and, except as provided in Sections 9.1(f), 9.2(f) and 9.49.2(f), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller Sellers shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, and except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, to the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller Sellers and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may shall be submitted by either party to final and binding arbitration in accordance with the Arbitration ProceduresSection 14.11; provided, however, that the Seller Sellers may elect at any time to resolve any or all disputes relating to the one or more Deferred Adjustment Claims by the payment to Buyer (in the manner set forth below for the payment by Sellers to Buyer of any amount determined by the arbitration panel to be owed to Buyer on account of Deferred Adjustment Claim(s)) of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects Defect(s) which constitute such Deferred Adjustment Claims Claim(s) if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed RateClaim(s). Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller Sellers shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators arbitration panel is made with respect thereto in accordance with Section 14.11. Upon the Arbitration Procedures. The amount of any reduction in arbitration panel making a determination, or Buyer and Sellers agreeing after Closing, that the Purchase Price should be reduced pursuant to which Buyer becomes entitled under the final and binding written decision terms of this Article VI on account of the board Deferred Adjustment Claims, then, within five (5) Business Days of arbitrators such determination or agreement, Sellers shall pay to Buyer the amount of such reduction (the “Deferred Adjustment Claims Amount”) in the following manner: (i) if the Note has not been paid in full, the then outstanding principal balance of the Note shall be promptly refunded reduced by Seller the Deferred Adjustment Claims Amount; (ii) if the Note has been paid in full or to Buyerthe extent the Deferred Adjustment Claims Amount exceeds the then outstanding principal balance of the Note and a Security Escrow Deposit exists, together with interest thereon Sellers and Buyer shall provide joint written instructions to the Escrow Agent directing it to disburse to Buyer from the Closing Date Security Escrow Fund an amount equal to the portion of the Deferred Adjustment Claims Amount that has not been funded by the reduction of the then outstanding principal balance of the Note; and (iii) any portion of the Deferred Adjustment Claims Amount that is not paid to Buyer in the manner provided in clauses (i) and (ii) above shall be paid by Sellers to Buyer in cash. Any reduction to the principal balance of the Note pursuant to clause (i) above shall be effective as of the date of payment at the Agreed Ratedetermination or agreement as to the Deferred Adjustment Claims Amount and shall be evidenced in writing executed and promptly delivered by Sellers to Buyer.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits Defects, the cure thereof, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.57, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 7.5 and, except as provided in Sections 9.1(f), 9.2(f9.1(f)(i) and 9.49.2(f)(i), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, Buyer as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period Title Defect Notice applicable thereto and delivered in accordance with Section 5.57.2, and in no event shall any Title Defect Amount asserted by Seller as applicablea Deferred Adjustment Claim be less than the amount asserted by Seller in response to Buyer’s notices. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At ClosingIn such event, but subject to Seller’s continuing right to cure a Title Defect pursuant to the provisions of this Article 7, the Purchase Price shall not be adjusted on subject to reduction pursuant to Section 7.2(d) taking into account of, and, except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, all Title Defect Amounts attributable to the Title Defect Properties affected by the Title Defects that are the subject of Deferred Adjustment ClaimClaims, provided that any portion of the aggregate amount of all Title Defect Amounts asserted by Buyer as Deferred Adjustment Claims that would have resulted in a reduction in the Purchase Price pursuant to Section 7.2(d) shall instead be deposited with the Escrow Agent and disbursed pursuant to the terms and provisions of the Escrow Agreement or other mutually agreeable escrow agreement entered into by the Parties pending resolution. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Upon any resolution, Buyer and Seller shall jointly instruct the Escrow Agent to disburse an amount equal to the resolved amount to the Party so determined by the Parties. If such resolved amount is disbursed to Buyer, then the Purchase Price shall be deemed to be reduced by the amount so disbursed. Any Deferred Adjustment Claims which that are not so resolved on or before the Deferred Matters Date may be submitted by either party Party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c7.2(c), but without limiting Seller's ’s rights under Sections 6.2(c)(ii) and 6.2(c)(iiiSection 7.2(c)(ii), Seller shall be entitled to cure any Title Defect which constitutes that gives rise to a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators Sole Arbitrator (as defined in the Arbitration Procedures) is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under Upon the final and binding written decision of the board Sole Arbitrator, Buyer and Seller shall jointly instruct the Escrow Agent to disburse the amount in escrow in accordance with the decision of arbitrators the Sole Arbitrator; provided, however, that in no event shall Buyer and Seller instruct the Escrow Agent to disburse to Buyer any amounts held by the Escrow Agent with respect to the Title Defect Properties affected by the Title Defects that Seller elected to cure after Closing if, at the time of the Sole Arbitrator’s decision, Title Defects that Seller elected to cure remain subject to cure pursuant to Section 7.2(c)(ii). In the event a dispute regarding the cure of a Title Defect is submitted to the Sole Arbitrator for resolution, the standard for determining whether a Title Defect has been cured shall be promptly refunded by Seller determined in the Sole Arbitrator’s discretion and not that the cure is reasonably satisfactory to Buyer, together with interest thereon from . The Purchase Price shall be deemed to be reduced by the Closing Date amount so disbursed to the date of payment at the Agreed RateBuyer.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 6.6 and, except as provided in Sections 9.1(f), 9.2(f9.1(e) and 9.49.2(e), shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's Party’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f9.1(e) and 9.2(f9.2(e), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may shall be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be - 16 - entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, Buyer together with interest thereon from the Closing Date to the date of payment until paid at the Agreed Rate.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed on or prior to the Closing Date upon (i) the existence or amount of one or more Title Defects or Seller Title Credits Contract Defects, Contract Defect Amounts, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, 6 or (ii) the existence or amount of one or more Environmental Defects, any Remediation, Remediation Amount Environmental Value Reduction or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Article 7 or (iii) the existence or amount of any Casualty Price Reduction pursuant to Section 5.58.2, any such dispute or claim (a "Deferred Adjustment Claim") shall be settled pursuant to this Section 6.5 11.3 and, except as provided in Sections 9.1(f), 9.2(fSection 11.1(f) and 9.411.2(f), shall not prevent or delay Closing. In no event shall any Title Contract Defect Amount, Environmental Defect Amount or Remediation Amount Environmental Value Reduction asserted by Buyer, or any Seller Title Credit asserted by Seller, Buyer as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Contract Examination Period in accordance with Section 6.2 6.1 or the Environmental Examination Period in accordance with Section 5.57.3, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(fSection 11.1(f) and 9.2(f11.2(f), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "Deferred Matters Date"), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Contract Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.

Deferred Claims and Disputes. In Subject to the terms of Section 3.9 and Section 3.10, in the event that Buyer and ---------------------------- Seller have not agreed upon the Parties are unable to reach an agreement prior to Closing as to whether (ia) a Title Defect exists or, if it does exist, the existence of one or more Title Defects or Seller Defect Amount attributable to such Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI, Defect or (iib) an Environmental Defect exists or, if it does exist, the existence amount of one or more the Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Section 5.5Defect Value attributable thereto, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f), 9.2(f) 3.5 and 9.4, shall not prevent or delay Closing. In no event shall any Title Defect Amount, Amount or Environmental Defect Amount or Remediation Amount Value asserted by Buyer, or any Seller Title Credit asserted by Seller, Purchaser as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller Purchaser therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicablePeriod. With respect to each potential Deferred Adjustment Claim, Buyer and Seller Purchaser shall deliver to the other Noble prior to Closing a written notice describing each such potential Deferred Adjustment Claim, Purchaser’s good faith estimate of the amount in dispute value attributable to such Deferred Adjustment Claim (the “Purchaser’s Estimate”) and a statement setting forth the facts and circumstances that support such party's Purchaser’s position with respect to such Deferred Adjustment ClaimClaim and Purchaser’s Estimate. At Closing, An amount equal to Purchaser’s Estimate of any Deferred Adjustment Claims (the “Adjustment Amount”) shall be deducted from the Purchase Price shall not be adjusted on account of, and, except otherwise payable at Closing and paid into the Defects Escrow with the Defects Escrow Agent pursuant to the terms of the Defects Escrow Agreement. Any Adjustment Amount deposited into the Defects Escrow pursuant to this Section 3.5 will remain therein until released as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claimthis Section 3.5. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer Parties shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are not so resolved on or before the Deferred Matters Date may be submitted by either party Party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed RateSection 17.1. Notwithstanding anything herein provided to the contrary, including Section 6.2(c)3.6, but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller Noble shall be entitled to cure any Title Defect which constitutes gives rise to a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators Independent Expert is made with respect thereto in accordance with pursuant to Section 17.1. If the Arbitration Procedures. The amount value of any reduction in the Purchase Price to which Buyer becomes entitled Deferred Adjustment Claim determined under the final and binding written decision of the board Independent Expert pursuant to Section 17.1 or the written agreement of arbitrators Purchaser and Noble (the “Resolved Amount”) is less than or equal to the Adjustment Amount regarding such Deferred Adjustment Claim, then the Resolved Amount withheld in the Defects Escrow (together with interest thereon) shall be promptly refunded by Seller released therefrom to BuyerPurchaser in accordance with the terms of the Defects Escrow Agreement and, to the extent applicable, the remaining amount withheld in the Defects Escrow with respect to such Deferred Adjustment Claim (the “Overheld Amount”) (together with interest thereon thereon) shall be promptly released to Noble in accordance with the terms of the Defects Escrow Agreement. Notwithstanding anything herein contained to the contrary, (x) in no event shall the Resolved Amount (less any interest earned thereon) be greater than Purchaser’s Estimate and (y) Purchaser shall pay to Noble an amount equal to the Agreed Rate on the Overheld Amount from the Closing Date to until the date of payment at the Agreed Ratepayment.

Deferred Claims and Disputes. In the event that Buyer and ---------------------------- Seller have not agreed upon (i) the existence of one or more Title Defects or Seller Title Credits or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to and in accordance with the requirements of this Article VI6, or (ii) the existence of one or more Environmental Defects, any Remediation, Remediation Amount or plan therefor, or one or more adjustments, credits or offsets claimed by Buyer or Seller pursuant to Defects and if the Asset in question has not been excluded from this transaction under the terms of Section 5.55.5(d) of this Agreement, any such dispute or claim (a "“Deferred Adjustment Claim"”) shall be settled pursuant to this Section 6.5 and, except as provided in Sections 9.1(f8.1(d) or 8.2(d), 9.2(f) and 9.4, shall not prevent or delay Closing. In no event shall any Title Defect Amount, Environmental Defect Amount or Remediation Amount asserted by Buyer, or any Seller Title Credit asserted by Seller, as a Deferred Adjustment Claim exceed the amount asserted by Buyer or Seller therefor prior to the end of the Title Examination Period in accordance with Section 6.2 or the Environmental Examination Period in accordance with Section 5.5, as applicable. With respect to each potential Deferred Adjustment Claim, Buyer and Seller shall deliver to the other a written notice describing each such potential Deferred Adjustment Claim, the amount in dispute and a statement setting forth the facts and circumstances that support such party's ’s position with respect to such Deferred Adjustment Claim. At Closing, the Purchase Price shall not be adjusted on account of, and, except as provided in Sections 9.1(f) and 9.2(f), no effect shall be given to, the Deferred Adjustment Claim. On or prior to the thirtieth (30th) consecutive calendar day following the Closing Date or, if earlier, the date which was the "Closing Date" before Closing was delayed under Section 9.4 (the "“Deferred Matters Date"”), the Seller and Buyer shall attempt in good faith to reach agreement on the Deferred Adjustment Claims and, ultimately, to resolve by written agreement all disputes regarding the Deferred Adjustment Claims. Any Deferred Adjustment Claims which are that is not so resolved on or before the Deferred Matters Date may be submitted by either party to final and binding arbitration in accordance with the Arbitration Procedures; provided, however, that the Seller may elect at any time to resolve all disputes relating to the Deferred Adjustment Claims by the payment to Buyer of the amount by which the Purchase Price would have been reduced at Closing on account of the Title Defects or Environmental Defects which constitute Deferred Adjustment Claims if same did not constitute Deferred Adjustment Claims, together with interest thereon from the Closing Date to the date of such payment at the Agreed Rate. Notwithstanding anything herein provided to the contrary, including Section 6.2(c), but without limiting Seller's rights under Sections 6.2(c)(ii) and 6.2(c)(iii), Seller shall be entitled to cure any Title Defect which constitutes a Deferred Adjustment Claim at any time prior to the point in time when a final and binding written decision of the board of arbitrators is made with respect thereto in accordance with the Arbitration Procedures15.15 hereof. The amount of any reduction in the Purchase Price to which Buyer becomes entitled under the final and binding written decision of the board of arbitrators Tribunal shall be promptly refunded by Seller to Buyer, together with interest thereon from the Closing Date to the date of payment at the Agreed Rate.