Interest Additions. If Seller discovers an increase in the Net Revenue Interest shown on Exhibit A 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 (“Interest Addition Notice”), as soon as practicable but not later than the Title Claim Date, 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 (“Interest Addition Value”). 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 A, and the denominator of which is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit A. Seller shall conclusively be deemed to have waived any additional interest not asserted by an Interest Addition Notice on or before the Title Claim Date. If Buyer agrees with the existence of the Additional Interest and Seller’s good faith estimate of the Interest Addition Value, then the Purchase Price shall be adjusted upward by the amount of the Interest Addition Value. If Buyer contests 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 within five (5) Business Days after Buyer’s receipt of the Interest Addition Notice (“Interest Addition Rejection Notice”). The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest or of Buyer’s good faith estimate of the Interest Addition Value. Within ten (10) days after Seller’s receipt of the Interest Addition Rejection Notice, representatives of Buyer and Seller, knowledgeable in title matters, shall meet and either (a) agree to mutually reject the Interest Addition in which case Seller shall waive the Interest Addition, or (b) agree on the validity of such Interest Addition and the Interest Addition Value, in which case the Purchase Price shall be adjusted upward accordingly. If the parties cannot agree on either option (a) or (b) ...
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”).
Interest Additions. (a) If a Seller Party 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 such Seller Party 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 such Seller Party’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”).
Interest Additions. Promptly on discovery, but no later than sixty (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 a manner consistent, to the extent practicable, with 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 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. 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. (a) If at any time after the date hereof and prior to the Title Defect Notice Date, Seller has knowledge that any Net Revenue Interest in an Asset is greater than that shown on Exhibit A, Schedule 1B for such Asset (an “Interest Addition”), Seller may request an upward adjustment in the Purchase Price by notifying Purchaser of an Interest Addition. 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.
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
