Common use of Failure of Title Clause in Contracts

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ” the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such that party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreementAgreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such the party) shall alone bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto to this Agreement by reason of such the title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is finally determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto to this Agreement in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such the well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such the interest (less costs and burdens attributable theretoto it) until it has been reimbursed for unrecovered costs paid by it in connection with such the well attributable to such the failed Lease or Interest; (d) Should any person not a party to this agreementAgreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such the amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement Agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such the accounting is required required, based on the amount of such the production received, and each such party shall severally indemnify, defend defend, and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees fees, or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such the Lease or Interest hereto to this Agreement elects to defend its title it shall bear all expenses in connection therewithwith that defense; and, (g) If any party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefromfrom the well or xxxxx, such the party's ’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such the remaining Contract Area unless that absence of interest is reflected on Exhibit "“A."”

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ” the party Party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such partythat Party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party Party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such partythe Party) shall alone bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto to this agreement by reason of such the title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is finally determined finally that title failure has occurred, so that the interest of the party Party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto to this agreement in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party Party who bore the costs incurred in connection with such the well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such the interest (less costs and burdens attributable theretoto it) until it has been reimbursed for unrecovered costs paid by it in connection with such the well attributable to such the failed Lease or Interest; (d) Should any person not a party Party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such the amount shall be paid to the party Party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party Party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party Party (including a predecessor to a current partyParty) who received production for which such the accounting is required required, based on the amount of such the production received, and each such party Party shall severally indemnify, defend defend, and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees fees, or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party Party contributing such the Lease or Interest hereto to this agreement elects to defend its title it shall bear all expenses in connection therewithwith that defense; and, (g) If any party Party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefromfrom the well or xxxxx, such party's the Party’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such the remaining Contract Area unless that absence of interest is reflected on Exhibit "“A."”

Failure of Title. Should all or any portion of a Party’s interest in any of the Oil and Gas Interest or Oil and Gas Lease Leases be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," , the party credited with contributing the affected Lease Party whose interest is lost or Interest reduced (including, if applicable, a successor in interest to such partythat Party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing cure the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreementAgreement, nevertheless, shall continue in force as to all remaining interests in the Oil and Gas Leases and InterestsLeases; and, (a) The party credited with contributing the Oil and Gas Lease or Interest Party affected by the title loss or failure (including, if applicable, a successor in interest to such partythe Party) shall alone bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties Parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto Parties to this Agreement by reason of such the title loss or failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest interest which has failed, but the interests of the parties Parties contained on in Exhibit "A" A shall be revised on an acreage basisrevised, as of the time it is determined finally that title loss or failure has occurred, so that the interest of the party Party whose Lease or Interest interest is affected by the title loss or failure will thereafter be reduced in the Contract Area by the amount of the Lease interest lost or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreementnon-Party, who is determined to be the owner of any Lease or Interest Leasehold interest which has failedfailed or been lost, pay in any manner any part of the cost of operation, development, or equipment, such the amount shall be paid to the party Party or parties Parties who bore the costs which are so refunded; (ed) Any liability to account to a person not a party to this agreement non-Party for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party Party (including a predecessor to a current partyParty) who received production for which such the accounting is required required, based on the amount of such the production received, and each such party Party shall severally indemnify, defend defend, and hold harmless all other parties hereto Parties for any such liability to account;; and (fe) No charge shall be made to the joint account for legal expenses, fees fees, or salaries in connection with the defense of the Lease or Interest Leasehold interest claimed to have failedfailed or been lost, but if the party contributing Party claiming to own such Lease or Interest hereto interest elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless with that absence of interest is reflected on Exhibit "A."defense.

Failure of Title. Should (i) If, prior to the expiration of the Inspection Period, title to any Oil particular Parcel is not insurable and Gas Interest the applicable Seller does not elect to cure the same as provided in Section 4(c)(iii)(A) above, Buyer may elect, as its sole right and remedy by reason thereof (other than with respect to Buyer’s rights and remedies under Section 4(f)), within five (5) Business Days of a Seller’s election in accordance with Section 4(c)(iii) above, either to (A) retain such affected Parcel as part of the transaction based on the existing title that can be conveyed, with no abatement of the Purchase Price, or Oil and Gas Lease be lost through failure (B) subject to the provisions of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest Section 5 (including, if applicablewithout limitation, a successor the Excluded Parcel Cap), designate the applicable affected Parcel as an Excluded Parcel, in interest to such partywhich event Section 5(c) shall have ninety apply. Failure by Buyer to timely make the election described in clause (90B) days from final determination of title failure this Section 4(d) shall be deemed an election by Buyer to acquire a new lease or other instrument curing proceed under clause (A) of this Section 4(d). (ii) If, following the entirety expiration of the title failureInspection Period, but on or before the Closing Date, Buyer delivers a Subsequent Title Objection Notice in accordance with Section 4(c)(i) and Sellers make, or are deemed to make, the election under Section 4(c)(iii)(B), or any Seller is unable to cure any Title Objection raised in a timely delivered Subsequent Title Objection Notice which acquisition will not such Seller elected to attempt to cure pursuant to Section 4(c)(iii)(A)(1) or Section 4(c)(iii)(A)(2) on or before the date scheduled for Closing, then Buyer shall have the right to terminate this Agreement by written notice to Sellers delivered on or before the date scheduled for Closing and, in such case, the Deposit (other than the Non-Refundable Deposit) shall be subject returned to Article VIII.B.Buyer and the parties shall have no further rights or obligations hereunder, except as expressly set forth herein to survive the termination of this Agreement, unless Sellers shall notify Buyer in writing, within two (2) Business Days from receipt of Buyer’s termination notice pursuant to this Section 4(d)(ii), that Sellers elect (in lieu of Buyer’s termination of this Agreement) to treat the Parcel impacted by the applicable Title Objection as an Excluded Parcel (without counting against the Excluded Parcel Cap), and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing such case the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such partyprovisions of Section 5(c) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."apply.

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ” the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx wxxxx and the production therefrom, such party's ’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "“A."”

Failure of Title. Should In the event Seller timely delivers a Cure Notice to Purchaser, Seller shall have until the last Business Day immediately preceding the Closing to endeavor to cure the applicable Title Objections. If on the Closing Date Seller has failed to timely cure any Oil Title Objection that Seller has elected to endeavor to cure on or before the Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Seller, to either: (A) defer the Closing Date for a reasonable period not exceeding sixty (60) Calendar Days to give Seller an opportunity to either (i) cure such Title Objection, or (ii) if Purchaser, in its sole and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited absolute discretion agrees to accept affirmative title insurance coverage with contributing the affected Lease or Interest (including, if applicable, a successor in interest respect to such partyTitle Objection, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Title Objection, (B) continue this Agreement in effect without modification and purchase the Company Shares from Seller (in which case such Title Objections shall have ninety be deemed to constitute Permitted Encumbrances); or (90C) days from final determination of title failure terminate this Agreement and the Escrow by delivering written notice to acquire a new lease or other instrument curing Seller not later than 12:00 p.m. on the entirety of the title failureClosing Date, in which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, case Purchaser shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or receive a full refund of the other parties any development or operating costs which it may have previously paid or incurred, but there Deposit provided Purchaser has satisfied its obligations set forth in Section 6.1.1(ii) hereof. Failure by Purchaser to affirmatively respond to Seller’s Cure Notice shall be deemed an election of (C) in the preceding sentence. A Title Objection shall be deemed to have been cured if: (1) Seller causes such item to be removed from the record title of the Real Property prior to the Closing; (2) Seller causes the Title Company to issue the Title Policy without reflecting such item as an exception therein; or (3) Seller otherwise cures Purchaser’s Title Objection as reasonably determined by Purchaser. Upon any election by Purchaser to terminate this Agreement and the Escrow pursuant to this Section, then this Agreement shall be of no additional liability on its part further force or effect, and the Parties shall have no further obligations to the other parties hereto by reason (except for any obligations or liabilities that expressly survive termination of this Agreement), and Seller and Purchaser shall execute such title failure; (b) There shall cancellation instructions as may be no retroactive adjustment of expenses incurred or revenues received from necessary to effectuate the operation cancellation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basisEscrow, as of the time it is determined finally that may be required by Escrow Agent. Any Escrow cancellation, title failure has occurred, so that the interest of the party whose Lease cancellation or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the cancellation costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure therewith shall be borne severally equally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, Seller and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."Purchaser.

Failure of Title. Should (i) If, prior to the expiration of the Inspection Period, title to any Oil particular Parcel is not insurable and Gas Interest Seller does not elect to cure the same as provided in Section 4(c)(iii)(A) above, Buyer may elect, as its sole right and remedy by reason thereof (other than with respect to Buyer’s rights and remedies under Section 4(f)), within five (5) Business Days of Seller’s election in accordance with Section 4(c)(iii) above, either to (A) retain such affected Parcel as part of the transaction based on the existing title that can be conveyed, with no abatement of the Purchase Price, or Oil and Gas Lease be lost through failure (B) subject to the provisions of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest Section 5 (including, if applicablewithout limitation, a successor the Excluded Parcel Cap), designate the applicable affected Parcel as an Excluded Parcel, in interest to such partywhich event Section 5(c) shall have ninety apply. Failure by Buyer to timely make the election described in clause (90B) days from final determination of title failure this Section 4(d) shall be deemed an election by Buyer to acquire a new lease or other instrument curing proceed under clause (A) of this Section 4(d). (ii) If, following the entirety expiration of the title failureInspection Period, but on or before the Closing Date, Buyer delivers a Subsequent Title Objection Notice in accordance with Section 4(c)(i) and Seller makes, or is deemed to make, the election under Section 4(c)(iii)(B), or Seller is unable to cure any Title Objection raised in a timely delivered Subsequent Title Objection Notice which acquisition will not Seller elected to attempt to cure pursuant to Section 4(c)(iii)(A)(1) or Section 4(c)(iii)(A)(2) on or before the date scheduled for Closing, then Buyer shall have the right to terminate this Agreement by written notice to Seller delivered on or before the date scheduled for Closing and, in such case, the Deposit (other than the Non-Refundable Deposit) shall be subject returned to Article VIII.B.Buyer and the parties shall have no further rights or obligations hereunder, except as expressly set forth herein to survive the termination of this Agreement, unless Seller shall notify Buyer in writing, within two (2) Business Days from receipt of Buyer’s termination notice pursuant to this Section 4(d)(ii), that Seller elects (in lieu of Buyer’s termination of this Agreement) to treat the Parcel impacted by the applicable Title Objection as an Excluded Parcel (without counting against the Excluded Parcel Cap), and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing such case the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such partyprovisions of Section 5(c) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."apply.

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ” the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx wxxxx and the production therefrom, such party's ’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."“A”.

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ” the party Party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such partythe Party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B.VIII.A. (Acquisition, and Maintenance or Transfer of Interest; Renewal or Extension of Leases), and, failing to do so, this agreementAgreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party Party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such partythat Party) shall alone bear alone the entire loss due to the title failure and it that Party shall not be entitled to recover from Operator or the other parties Parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto Parties to this Agreement by reason of such the title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained Parties set out on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is finally determined finally that a title failure has occurred, so that the interest of the party Party whose Lease or Interest is affected by the title failure will thereafter then be reduced in the Contract Area by the amount of the Lease or Interest that failed; (c) If the proportionate interest of the other parties hereto Parties to this Agreement in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party Party who bore the costs incurred in connection with such the well attributable to the Lease or Interest Interest, which has failed failed, shall receive the proceeds attributable to the increase in such the interest (less costs and burdens attributable theretoto the interest) until it has been reimbursed for unrecovered costs paid by it in connection with such the well attributable to such the failed Lease or Interest; (d) Should any person person, not a party to this agreementAgreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such that amount shall be paid to the party Party or parties Parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement Agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party Party (including a predecessor to a current partyParty) who received production for which such an accounting is required based on the amount of such the production received, and each such party Party shall severally indemnify, defend defend, and hold harmless all other parties hereto Parties to this Agreement for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees fees, or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party Party contributing such the Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewithwith that defense; and, (g) If any party Party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefromfrom that well bore, such party's that Party’s absence of interest in the remainder of the Contract Area shall be considered a Failure failure of Title title as to such the remaining Contract Area unless that absence of interest is reflected on Exhibit "“A."”

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, , (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; ; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; ; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; ; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; ; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; ; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and and (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "“A," ”, the party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B.VIII.A, and failing to do so, this agreementAgreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation operations of the Lease or Interest which has failed, but the interests of the parties contained on Exhibit "“A" ” shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract Area is increased by reason of the title tile failure, the party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreementAgreement, who is determined to be the owner of any Lease or Interest interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party or parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement Agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received production for which such accounting is required based on the amount of such production received, and each such party shall severally indemnify, defend and hold harmless all other parties hereto for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and; (g) If any party is given credit on Exhibit "“A" ” to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such party's ’s absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A."“A”; and (h) Should Operator assign to Non-Operators an Oil and Gas Interest or Oil and Gas Leasehold contributed by Operator to this Agreement and said interest or leasehold be lost through failure of title resulting in a reduction of the interests shown on Exhibit “A”, Operator shall refund to Non-Operators all funds paid by Non-Operators as consideration for said interests or leasehold, save and except any portion thereof which represents expenses incurred by Operator to third parties in connection with said interests or leasehold.

Failure of Title. Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a reduction of interest from that shown on Exhibit "A," ", the party Party credited with contributing the affected Lease or Interest (including, if applicable, a successor in interest to such partyParty) shall have ninety (90) days from final determination of title failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject to Article VIII.B.VIII.B, and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas Leases and Interests; and, (a) The party Party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if applicable, a successor in interest to such partyParty) shall bear alone the entire loss and it shall not be entitled to recover from Operator or the other parties Parties any development or operating costs which it may have previously paid or incurred, but there shall be no additional liability on its part to the other parties hereto Parties by reason of such title failure; (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the Lease or Interest which has failed, but the interests of the parties Parties contained on Exhibit "A" shall be revised on an acreage basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party Party whose Lease or Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed; (c) If the proportionate interest of the other parties hereto Parties in any producing well previously drilled on the Contract Area is increased by reason of the title failure, the party Party who bore the costs incurred in connection with such well attributable to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well attributable to such failed Lease or Interest; (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid to the party Party or parties Parties who bore the costs which are so refunded; (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises by reason of title failure shall be borne severally by each party Party (including a predecessor to a current partyParty) who received production for which such accounting is required based on the amount of such production received, and each such party Party shall severally indemnify, defend and hold harmless all other parties hereto Parties for any such liability to account; (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense defence of the Lease or Interest claimed to have failed, but if the party Party contributing such Lease or Interest hereto elects to defend its title it shall bear all expenses in connection therewith; and (g) If any party Party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an interest in the wellbore of any well or xxxxx and the production therefrom, such partyParty's absence of interest in the remainder of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest is reflected on Exhibit "A.A".