Interest Additions. (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B with respect to an Asset that is free of Title Defects (an “Interest Addition”), then Seller shall, from time to time and without limitation, have the right to give Buyer written notice of such Interest Additions (an “Interest Addition Notice”), as soon as practicable but not later than the Defect Notice Time, stating with reasonable specificity the Asset affected, the particular Interest Addition claimed, and Seller’s good faith estimate of the amount the additional interest increases the value of the affected Asset over and above that Asset’s Allocated Value (the “Interest Addition Value”).
(b) The Interest Addition Value shall be determined by multiplying the Allocated Value of the subject Well (or the specified zone(s) therein) by a fraction, the numerator of which is the increase in the Net Revenue Interest in such Well (or the specified zone(s) therein) over the Net Revenue Interest specified therefor in Exhibit B, and the denominator of which is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit B. Seller shall conclusively be deemed to have waived any additional interest not asserted by an Interest Addition Notice on or before the Defect Notice Time.
(c) If Buyer agrees with the existence of the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, then the Purchase Price shall be increased by the amount of the Interest Addition Value. If Buyer contests in good faith the existence of the Interest Addition or Seller’s good faith estimate of the Interest Addition Value, then Buyer shall so notify Seller in writing on or before the date that is four Business Days before the Closing Date (an “Interest Addition Rejection Notice”), which Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest or of such Interest Addition Value. For any Interest Addition asserted by Seller in an Interest Addition Notice by the Defect Notice Time, if Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such Interest Addition and such Interest Addition Value, (subject to Section 7.6(d)) the Purchase Price shall be increased by an amount equal to such Interest Addition Value. If Buyer timely delivers an Interest Addition Rejection Notice with respect to any Interest Addition, ...
Interest Additions. Promptly on discovery, but no later than 60 days after the execution of this Agreement, Buyer shall in good faith notify Seller, or Seller shall in good faith notify Buyer, of any Interest Addition discovered by that Party. The term "Interest Addition" shall mean, with respect to an Asset, the ownership by Seller of a (i) greater NRI in such Asset than the NRI set forth for such Asset on Exhibit A or (ii) a lesser WI in such Asset than the WI set forth for such Asset on Exhibit A without a proportionate change in NRI. Buyer acknowledges and agrees to comply with the affirmative obligation set forth in the first sentence of this Article. Each such notice of an Interest Addition shall be in writing and shall describe the Interest Addition and state the estimated amount by which the Allocated Value of the Asset has been increased by the Interest Addition ("Value of Interest Addition"), together with the associated computations and supporting documentation. The Parties shall determine the Value of Interest Addition in good faith in the same manner as provided in Article 4.1.D taking into account all relevant factors, and increase the Purchase Price accordingly (with the amount of such adjustment being the "Interest Addition Adjustment").
Interest Additions. If it is determined prior to Closing that KMG Sub owns a net revenue interest in any of the Property that is greater than the net revenue interest set forth in Exhibit A, Schedule 1 (a “NRI Increase”), the parties shall use their best efforts to reach mutual agreement regarding an upward adjustment to the Base Merger Consideration on account of the NRI Increase using the principles applicable to the calculation of Title Defect Values set forth in Section 5.6.2 (such value being referred to as “NRI Value”). If the parties are unable to agree on the amount of the upward adjustment, Closing shall nevertheless occur and the dispute shall be resolved by the Title Referee, after the parties have made a good faith attempt to resolve the dispute by negotiation between management level persons having authority to settle the dispute. The Title Referee’s decision on such matter shall be binding upon both parties. Notwithstanding the foregoing, no individual matter described above shall be deemed to be or constitute an NRI Increase unless the NRI Value for such matter exceeds $25,000, net to KMG Sub’s interest in the affected portion of the Property. If the collective NRI Values are less than or equal to 1.5% of the Base Merger Consideration, KMG and W&T will be obligated to proceed with Closing without adjustment to the Base Merger Consideration.
Interest Additions. As soon as practicable after Purchaser has knowledge thereof, Purchaser shall notify Seller of any Net Revenue Interest in an Asset that is greater than that shown on Exhibit A, Schedule 1 for such Asset (each, an “Interest Addition”), it being understood that Interest Additions shall include the effect of forced pooling elections and non-consent elections. Seller may request an upward adjustment in the Purchase Price by notifying Purchaser of an Interest Addition (which may be an Interest Addition revealed by Purchaser above) on or before the Notice Date. Any such notice shall set forth Seller’s basis for the assertion of such Interest Addition and Seller’s proposed upward adjustment to the Purchase Price on account thereof. Anything herein to the contrary notwithstanding: (a) Seller may not assert any Interest Addition after the Notice Date, (b) this Article V sets forth Seller’s sole remedy for Interest Additions; and (c) the Purchase Price may only be adjusted for one or more Interest Additions to the extent the cumulative amount of upward adjustments to the Purchase Price on account thereof is less than or equal to the cumulative amount of downward adjustments to the Purchase Price on account of Title Defects.
Interest Additions. If it is determined prior to Closing that ASSIGNOR owns a net revenue interest in any of the Property that is greater than the net revenue interest set forth in Exhibit A and such additional net revenue interest will be conveyed to ASSIGNEE at Closing (an “Interest Addition”), ASSIGNOR will be entitled to an Upward Adjustment to the Purchase Price with respect to such Interest Addition pursuant to Section 2.2.2(c) calculated as follows (the “Interest Addition Value”): The Interest Addition Value with respect to an Interest Addition equals (a) the difference between (i) actual net revenue interest divided by the net revenue interest stated on Exhibit A, and (ii) one, (b) multiplied by the Allocated Value of the affected interest; provided that, ASSIGNOR shall (x) not be entitled to an Upward Adjustment under this Section 5.6.6 for any individual Interest Addition having an Interest Addition Value of $50,000 or less, net to Assignor’s actual net revenue interest in the affected portion of the Property and (y) shall be entitled to an Upward Adjustment under this Section 5.6.6 only to the extent that the total of all such Upward Adjustments under this Section 5.6.6 exceeds FIFTEEN MILLION, SEVEN HUNDRED FIFTY THOUSAND AND NO/100s DOLLARS ($15,750,000.00), said amount being one and a half percent (1½%) of the Purchase Price.
Interest Additions. In the event it is determined prior to Closing that Seller actually owns a net revenue interest in any of the Leases that is greater than the net revenue interest set forth in Exhibit "A-1", the Parties shall use their best efforts to reach mutual agreement regarding an upward adjustment to the Purchase Price at Closing for the Leases on account of the greater interest. Seller shall be entitled to an upward adjustment pursuant to this Section 6.6 only to the extent that an adjustment to a net revenue interest increases the value of an Asset by more than $50,000.00 and only to the extent that the cumulative amount of the value of all such net revenue interest adjustments valued at $50,000.00 or more exceeds one percent (1%) of the Purchase Price. If Seller's good faith estimate of the total value of the net revenue interest adjustments plus the value of any net revenue interest increases which are valued at $50,000.00 or less exceeds ten percent (10%) of the Purchase Price, either Buyer or Seller shall have the right to terminate this Agreement by so notifying the other Party in writing. Upon such termination, Seller shall return the Performance Deposit to Buyer with five percent (5%) per annum simple interest from the date of this Agreement within three (3) Business Days of receipt of the notice of termination. If the Parties are unable to agree on the amount of the upward adjustment prior to Closing, Closing shall nevertheless occur and the dispute shall be resolved under the dispute resolution provisions of Section 17.17.
Interest Additions. Conoco may, by delivery of written notice to Michxxx xx or before five (5) days prior to Closing, request an increase in the Purchase Price for the value of any net revenue interest owned by Conoco in the Conoco Property that is greater than that shown on Exhibit A-2. Any such notice by Conoco shall include all appropriate evidence to substantiate its position. If Conoco and Michxxx xxx unable to agree on the amount of the Purchase Price increase for any such increase in Conoco's net revenue interest in the Conoco Property, Conoco at its sole option may either (i) waive any Purchase Price increase for the additional interest, or (ii) terminate this Agreement by giving written notice to Michxxx xxxxx xx the Closing Date, in which event this Agreement shall be of no further force and effect and neither Party shall have any further liability or obligation to the other Party under this Agreement. If any such notice is not timely delivered, Conoco shall have no right to request a Purchase Price increase in connection with the additional interest claimed in the notice.
Interest Additions. If it is determined prior to Closing that SELLER owns a net revenue interest in any of the Property that is greater than the net revenue interest set forth in the applicable Schedule to Exhibit A, SELLER will be entitled to an Upward Adjustment to the Purchase Price pursuant to Section 2.2.2(d) calculated as follows: Actual NRI divided by NRI stated on Exhibit A, Schedule 1, minus one times the Allocated Value of the affected interest equals the Upward Adjustment. Provided that, SELLER shall be entitled to an Upward Adjustment under this Section 5.5.6 only to the extent that the total of all such Upward Adjustments under this Section 5.5.6 exceeds $100,000.
Interest Additions. 48 Section 7.04 Notice of Environmental Defects............................................ 49 Section 7.05 Remedy for Environmental Defects........................................... 49 Section 7.06 Defect Consultation........................................................ 50 Section 7.07 Limitations on Title and Environmental Defects............................. 50 Section 7.08 Exclusive Remedy........................................................... 50 Section 7.09 Allocated Value............................................................ 51
Interest Additions. Promptly on discovery, Buyer or the Company, whichever is the discovering party shall notify the other of any interest that entitles PGR to receive more than the NRI set forth in Exhibit A, or obligates PGR to bear costs and expenses in an amount less than the WI set forth in Exhibit A (collectively, “Interest Additions”). The party who discovers Interest Additions must give the other party written notice of Interest Additions as soon as possible, but in no event later than on or before two (2) business days prior to Closing. This notice must be in writing and must include (i) a description of each Interest Addition, (ii) the basis for each Interest Addition, (iii) the Allocated Value of the PGR Lease affected by the Interest Addition, and (iv) the value of the Interest Addition or the amount by which the notifying party believes the Allocated Value of the PGR Lease has been increased by the Interest Addition (“Value of Interest Addition”) and the computations upon which such party’s belief is based. The Value of Interest Addition shall be determined by the parties in good faith taking into account all relevant factors and the Purchase Price will be increased in accordance with Section 2.3 by such an amount (“Interest Addition Adjustment”) if the aggregate of all Interest Addition Adjustments, net of the aggregate of all Defect Values, exceeds One Hundred Fifty Thousand Dollars ($150,000.00) (the “Addition Threshold Amount”).
