Common use of Interest Additions Clause in Contracts

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, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B 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 (an “Interest Addition Notice”), as soon as practicable but not later than the Defect Notice TimeTitle 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 (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 BA, and the denominator of which is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit B. A. 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) Title Claim Date. If Buyer agrees with the existence of the Additional Interest Addition and Seller’s good faith estimate of the Interest Addition Value, then the Purchase Price shall be increased adjusted upward 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 within five (5) Business Days before after Buyer’s receipt of the Closing Date Interest Addition Notice (an “Interest Addition Rejection Notice”), which . The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest or of such Buyer’s good faith estimate of the Interest Addition Value. For any Within ten (10) days after Seller’s receipt of the Interest Addition asserted by Seller Rejection Notice, representatives of Buyer and Seller, knowledgeable in an 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) in the preceding sentence, the Interest Addition subject to the Interest Addition Rejection Notice by shall be submitted to arbitration in accordance with the Defect Notice Time, if procedures set forth in Section 12.15. If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such the Interest Addition and such Seller’s good faith estimate of the Interest Addition Value, (subject and Seller shall be entitled to Section 7.6(d)) the an upwards Purchase Price adjustment as described above. Buyer shall be increased by an amount equal to such also promptly furnish Seller with written notice of any Interest Addition Value. If Buyer timely delivers an Interest Addition Rejection Notice which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen, or other title examiners while conducting Buyer’s title review, due diligence, or investigation with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8Assets. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

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 Sellersuch 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”). (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. The Seller Parties 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 an Interest Addition Notice is timely delivered to Buyer, then Buyer agrees and the Seller Parties shall enter into an escrow agreement (reasonably acceptable to all Parties), with an escrow agent (reasonably acceptable to all Parties), and at Closing, Buyer shall deposit with the existence escrow agent an amount equal to the aggregate amount of all Interest Addition Values, after application of the applicable deductibles and thresholds set forth in this Agreement. Buyer and the Seller Parties shall proceed to close on the affected Assets. (d) With respect to any Interest Addition and Seller’s good faith estimate of the timely asserted by an Interest Addition ValueNotice, then the Purchase Price shall be increased by the amount of the Interest Addition Value. If if Buyer contests in good faith the existence of the Interest Addition or Sellersuch Seller Party’s good faith estimate of the Interest Addition Value, then Buyer shall so notify such Seller Party in writing on or before the date that is four ten (10) Business Days before after the Closing Date (an “Interest Addition Rejection Notice”), which . The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest Addition or of such Buyer’s good faith estimate of the Interest Addition Value. For any Interest Addition asserted by Seller in an Interest Addition Notice by the Defect Notice Time, if If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such the Interest Addition and such Seller Party’s good faith estimate of the Interest Addition Value, (subject and the Parties shall instruct the escrow agent to Section 7.6(d)) release the Purchase Price shall be increased by an amount equal Interest Addition Value applicable to such Interest Addition Valueaffected Asset to such Seller Party. If Buyer timely delivers an Interest Addition Rejection Notice with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such to mutually reject the Interest Addition exists and, if so, (in which case the Parties shall instruct the escrow agent to release the Interest Addition Value applicable theretoto such affected Asset to Buyer), or agree on the validity of such Interest Addition and the Interest Addition Value (in which case the Parties shall instruct the escrow agent to release the Interest Addition Value applicable to such affected Asset to such Seller Party). If the Parties are unable to reach agreement with respect to any Interest AdditionsAddition, then the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8, and all amounts so deposited with the escrow agent shall be disbursed in accordance with such escrow agreement after the resolution of such arbitration pursuant to the results of such arbitration. (de) Notwithstanding the other provisions of this Section 7.67.7, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for that Buyer has agreed to pay or which the Purchase Price would otherwise be increased are resolved pursuant to this Section 7.7 exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price$1,000,000. In addition, if the Interest Addition Value for any single Asset is less than $50,00010,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If at any time after the date hereof and prior to the Title Defect Notice Date, Seller discovers an increase in the has knowledge that any Net Revenue Interest in an Asset is greater than that shown on Exhibit B with respect to an A, Schedule 1B for such Asset that is free of Title Defects (an “Interest Addition”), then Seller shall, from time to time and without limitation, have may request an upward adjustment in the right to give Buyer written Purchase Price by notifying Purchaser of an Interest Addition. Any such notice shall set forth Seller’s basis for the assertion 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 proposed upward adjustment to the amount the additional interest increases the value of the affected Asset over and above that Asset’s Allocated Value (the “Interest Addition Value”)Purchase Price on account thereof. (b) The Upon timely delivery of a notice by Seller of an Interest Addition Value Addition, Purchaser and Seller shall be determined by multiplying meet and use commercially reasonable efforts to agree on 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, validity thereof and the denominator amount of which is any required adjustment to the Net Revenue Purchase Price. If Purchaser and Seller agree prior to the Closing on the validity of one or more Interest specified for Additions asserted in accordance with this Article V and on the amount of an adjustment to the Purchase Price on account thereof, with respect to each 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 ValueAddition, then at Closing the Purchase Price shall be increased adjusted by the amount of such agreed upon adjustment. If, prior to the Closing, Purchaser and Seller have not agreed on the validity of one or more Interest Addition Value. If Buyer contests Additions asserted in good faith accordance with this Article V or on the existence amount of an adjustment to the Purchase Price on account thereof, with respect to each such Interest Addition Addition, Purchaser may elect to (i) exclude the Assets affected by one 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 more of such Interest Addition Value. For any Interest Addition asserted by Seller Additions from the transactions contemplated hereby, 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)) which event the Purchase Price shall be increased reduced by an amount equal to such Interest Addition Value. If Buyer timely delivers an Interest Addition Rejection Notice the Allocated Values thereof, or (ii) submit the dispute(s) with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt Additions to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject arbitration pursuant to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price5.8.

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 Xxxxx 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, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If Seller either Party discovers an increase in the Net Revenue Interest shown on Exhibit B with respect to an Asset that is free of Title Defects any additional interest (each, an “Interest Addition”)) that is not listed in Exhibits A, then B or C (including, for example, any interest that entitles Seller to receive more than the NRI set forth in Exhibits A, B or C without a corresponding increase in the WI; that obligates Seller to bear costs and expenses in an amount less than the WI set forth in Exhibits A, B or C without a corresponding reduction in the NRI; or that increases Seller’s WI set forth in Exhibit A, B or C with a corresponding increase in the NRI) and such Interest Addition is a Non-De Minimus Interest Addition, the Party who discovers the Non-De Minimus Interest Addition shall promptly notify the other Party of such Non-De Minimus Interest Addition. There shall be no increase to the Base Purchase Price as a result of Non-De Minimus Interest Additions; however, the aggregate amount of the value of Non-De Minimus Interest Additions that exceed the Interest Addition Deductible shall, from time to time and without limitationthe extent such aggregate amount exceeds the Interest Addition Deductible, have be offset against the right to aggregate amount of all Title Defect Values as provided in Section 4.8. The Party who discovers a Non-De Minimus Interest Addition, shall give Buyer the other Party written notice of such Interest Additions (an “the Non-De Minimus Interest Addition Notice”), as soon as practicable possible, but not in no event later than the Title Defect Notice TimeDeadline. Such notice shall be in writing and shall include (i) a description of each Non-De Minimus Interest Addition (and the depths to which such Non-De Minimus Interest Addition applies), stating with reasonable specificity (ii) documentation or information supporting the existence of such Non-De Minimus Interest Addition, (iii) the Allocated Value of the Asset affected, affected by the particular Non-De Minimus Interest Addition claimed(taking into account the depths for which such Non-De Minimus Interest Addition applies), and Seller(iv) the applicable Party’s good faith estimate of the amount value of the additional interest increases Non-De Minimus Interest Addition and associated calculations and documentation (taking into account the depths for which such Non-De Minimus Interest Addition applies). The Parties shall, no later than the date of the Cure Election Notice Deadline, attempt in good faith to reach agreement on the existence of such Non-De Minimus Interest Addition and the value of such Non-De Minimus Interest Addition. In the affected Asset over and above that Asset’s Allocated Value (event the “Interest Addition Value”). (b) The Interest Addition Value shall be determined by multiplying Parties cannot agree on the Allocated Value existence and/or 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 Non-De Minimus Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice disagreement shall be submitted to arbitration in accordance with binding determination by the procedures set forth in Title Expert pursuant to Section 8.84.7. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. No later than ten Business Days prior to Closing, Buyer will notify Sellers of any interest that should be an Asset or Assumed Liability hereunder, but that is not listed, including any interest that entitles Sellers to receive more than the NRI or obligates Sellers to bear costs and expenses in an amount less than the WI, as WI and NRI are set forth on Schedule 2.2(b), and including overriding royalty interests in xxxxx drilled and completed prior to the Effective Time (collectively, "Interest Additions"); provided, however, that the following shall not be considered Interest Additions: (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B with respect increased NRI resulting from a reduced royalty rate due to an Asset that is free of Title Defects (an “Interest Addition”), then Seller shall, from time to time stripper well classification 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 an after payout increase in WI or NRI pursuant to a farmin, farmout or other agreement. Buyer's notice under this Section 3.6(e) shall be determined by multiplying in writing and shall include (i) a description of the Interest Addition, (ii) the basis for the Interest Addition, (iii) the Allocated Value of the subject Well (or Asset affected by 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 BAddition, and (iv) 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 value of the Interest Addition or Seller’s good faith estimate the amount by which Buyer, as applicable, believes the Allocated Value of the Asset has been increased by the Interest Addition Value, then Buyer shall so notify Seller in writing on or before ("Value of Interest Addition") and the date that computations upon which Buyer's belief is four Business Days before the Closing Date (an “Interest Addition Rejection Notice”)based, 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 consistent with the validity of such Interest Addition and such Interest Addition Value, (subject to Section 7.6(d)) the manner in which Title Defect Values are determined. 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, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account adjusted upwards for Interest Additions only if the aggregate (1) an Interest Addition Value exceeds $25,000, and (2) the sum of all Interest Additions exceed $100,000, in which case the value of such Interest Additions shall be offset against any downward adjustments for which Title Defects, and the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% amount of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value offset shall not be considered in calculating any increase to exceed the Purchase Pricetotal amount of Title Defect Adjustment.

Interest Additions. (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B 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 (an “Interest Addition Notice”), as soon as practicable but not later than the Defect Notice TimeTitle 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 (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 BA, and the denominator of which is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit B. A. 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) Title Claim Date. If Buyer agrees with the existence of the Additional Interest Addition and Seller’s good faith estimate of the Interest Addition Value, then the any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be increased decreased 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 within five (5) Business Days before after Buyer’s receipt of the Closing Date Interest Addition Notice (an “Interest Addition Rejection Notice”), which . The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest or of such Buyer’s good faith estimate of the Interest Addition Value. For any Within ten (10) days after Seller’s receipt of the Interest Addition asserted by Seller Rejection Notice, representatives of Buyer and Seller, knowledgeable in an 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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be decreased accordingly. If the parties cannot agree on either option (a) or (b) in the preceding sentence, the Interest Addition subject to the Interest Addition Rejection Notice by shall be submitted to arbitration in accordance with the Defect Notice Time, if procedures set forth in Section 12.15. If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such the Interest Addition and such Seller’s good faith estimate of the Interest Addition Value, (subject and Seller shall be entitled to Section 7.6(d)) the setoff any 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, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8adjustment as described above. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If Promptly on discovery and in any event no later than the Notice Deadline, Seller discovers an may notify Buyer in writing of any interest that entitles a Seller to receive more than the NRI set forth in Exhibit B hereto with respect to a Well or Well Location listed thereon, to the extent the same does not cause a greater than proportionate increase in Seller’s WI therein above that shown on Exhibit B, or obligates Seller to bear costs and expenses in an amount less than the Net Revenue Interest WI set forth in Exhibit B hereto, to the extent the same causes a decrease in Seller’s WI that is proportionately greater than the decrease in Seller’s NRI therein below that shown on Exhibit B with respect to an Asset that is free (collectively, “Interest Additions”). Any notice of Title Defects possible Interest Additions must include (an a) a description of each Interest Addition, (b) the basis for each Interest Addition, (c) the Allocated Value of the Well or Well Location affected by the Interest Addition, and (d) the value of the Interest Addition or the amount by which Seller believes the Allocated Value of the Well or Well Location has been increased by the Interest Addition (“Value of Interest Addition”) and the computations upon which Seller’s belief is based. The Value of the Interest Addition shall be determined by the parties in good faith taking into account all relevant factors including those set forth in Section 4.2(d), then Seller shall, from time to time and without limitation, have the right to give Buyer written notice Purchase Price will be increased in accordance with Section 2.7(a)(vi) by the amount by which the aggregate of such all Value of Interest Additions exceeds one and one-half percent (1.5%) of the Purchase Price (an “Interest Addition NoticeAdjustment”), as soon as practicable but not later than . If Buyer disputes the Defect Notice Time, stating with reasonable specificity the Asset affected, the particular Interest Addition claimed, and Seller’s good faith estimate existence 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 Value 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 Addition, the Defect Notice Time, if Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer issue will be deemed submitted for resolution under Section 4.4. Seller shall be deemed to have accepted the validity of such conclusively waived all Interest Addition and such Interest Addition Value, (subject Adjustments that are not disclosed to Section 7.6(d)) Buyer in writing by 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, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8Deadline. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B 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 (an “Interest Addition Notice”), as soon as practicable but not later than the Defect Notice TimeTitle 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 (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 BA, and the denominator of which is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit B. A. 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) Title Claim Date. If Buyer agrees with the existence of the Additional Interest Addition and Seller’s good faith estimate of the Interest Addition Value, then the any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be increased decreased 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 within five (5) Business Days before after Buyer’s receipt of the Closing Date Interest Addition Notice (an “Interest Addition Rejection Notice”), which . The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest or of such Buyer’s good faith estimate of the Interest Addition Value. For any Within ten (10) days after Seller’s receipt of the Interest Addition asserted by Seller Rejection Notice, representatives of Buyer and Seller, knowledgeable in an 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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be decreased accordingly. If the parties cannot agree on either option (a) or (b) in the preceding sentence, the Interest Addition subject to the Interest Addition Rejection Notice by shall be submitted to arbitration in accordance with the Defect Notice Time, if procedures set forth in Section 12.15. If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such the Interest Addition and such Seller’s good faith estimate of the Interest Addition Value, (subject and Seller shall be entitled to Section 7.6(d)) the setoff any Purchase Price adjustment as described above. Buyer shall be increased by an amount equal to such also promptly furnish Seller with written notice of any Interest Addition Value. If Buyer timely delivers an Interest Addition Rejection Notice which is discovered by any of Buyer’s or any of its Affiliate’s employees, title attorneys, landmen, or other title examiners while conducting Buyer’s title review, due diligence, or investigation with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8Assets. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. Promptly on discovery by Seller, before or up to 90 days after Closing, Seller shall in good faith notify Buyer in writing (a“Interest Addition Notice”) If of any lease or interest to which Seller discovers an increase in has Defensible Title that is located within the Net Revenue Interest shown Fiddler Creek Area, but is not set forth on Exhibit B with respect to an Asset that is free of Title Defects A, including any NRI increases without a proportionate change in WI, or WI decreases without a proportionate change in NRI (an “Interest Addition”). If on or before the last business day before Closing, then Buyer has actual knowledge of an Interest Addition, Buyer shall promptly notify Seller shallof same. Upon receipt of an Interest Addition Notice or discovery by Buyer of an Interest Addition, from time Buyer may, in its sole discretion, provide notice to time and without limitationSeller that Buyer wishes to acquire the Interest Addition, have in which case the right Interest Addition shall be deemed to give Buyer written notice be a part of the Assets hereunder for all purposes. If any Interest Additions become a part of the Assets prior to Closing, the Initial Purchase Price shall be subject to adjustment at Closing pursuant to Section 3.2 by an amount equal to the aggregate out of pocket costs incurred by the Seller in acquiring all 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 such amount the additional interest increases the value of the affected Asset over and above that Asset’s Allocated Value (being the “Interest Addition ValueAdjustment”). (b) . The Parties in good faith taking into account all relevant factors shall determine the amount of Interest Addition Value shall be determined by multiplying Adjustment. If 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 Parties cannot asserted by an Interest Addition Notice agree 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 ValueAdjustment, such amount shall be determined in the same manner as provided in Section 5.4, mutatis mutandis, for resolving Title Defect disputes. If Buyer contests in good faith the existence any Interest Additions become a part of the Assets after Closing, Seller shall transfer such Interest Addition or Seller’s good faith estimate Additions to Buyer promptly after receipt of the Interest Addition Value, then Buyer's notice of acceptance of such and Buyer shall so notify concurrently pay to 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 the aggregate out of pocket costs incurred by the Seller in acquiring such Interest Addition Value. If Buyer timely delivers an Interest Addition Rejection Notice with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. Promptly on discovery, Acquiror or Cody ------------------ Company, whichever is the discovering party, shall notify the other of any interest that would be an Asset hereunder, but that is not described in Schedule -------- A or Schedule A-1 hereto, including any interest that entitles Cody Energy or - ------------ any of its Subsidiaries to receive more than the NRI set forth in Schedule A or ---------- Schedule A-1 hereto, obligates Cody Energy or any of its Subsidiaries to bear ------------ costs and expenses in an amount less than the WI set forth in Schedule A or ---------- Schedule A-1 hereto, or any interest that entitles Cody Energy or any of its ------------ Subsidiaries to more than the net acreage figures for non-producing Leases described in Schedule A-1 (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 the Notice Deadline. This notice must be in writing and must include (a) If Seller discovers an increase in the Net Revenue Interest shown on Exhibit B with respect to an Asset that is free a description of Title Defects (an “each 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 the basis for each Interest Addition Value shall be determined by multiplying Addition, (c) the Allocated Value of the subject Well (or Asset affected by 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 BAddition, and (d) 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 value of the Interest Addition or Seller’s the amount by which the notifying party, in good faith estimate faith, estimates the Allocated Value of the Asset has been increased by the Interest Addition Value, then Buyer shall so notify Seller in writing on or before (the date that is four Business Days before "Value of Interest Addition"). The Value of the Closing Date (an “-------------------------- Interest Addition Rejection Notice”), which shall be determined by the parties in good faith taking into account all relevant factors (the "Interest Addition Rejection Notice shall state with reasonable specificity Adjustment"). If the basis of Buyer’s rejection of the Additional Interest or of such Interest Addition Value. For any Interest Addition asserted by Seller in ---------------------------- Parties fail to agree on 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 AdditionAdjustment, then representatives the dispute resolution procedures of the Parties, knowledgeable in title matters Article XI shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such Interest Addition exists and, if so, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8apply. (d) Notwithstanding the other provisions of this Section 7.6, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase Price.

Interest Additions. (a) If Seller discovers The Selling Shareholders shall be entitled to an increase in the Net Revenue Interest shown on Exhibit B Initial Purchase Consideration with respect to any additional interest in or with respect to any material Evaluated Interest identified with an Asset asterisk on Exhibit A that is free reflected of Title Defects record and as to which Fremont has Good and Marketable Title, the net effect of which is either (a) to increase permanently Fremont's net revenue interest in the affected Evaluated Interest above that shown for such Evaluated Interest on Exhibit A, or (b) to decrease Fremont's working interest for the relevant Evaluated Interest below that shown for such Evaluated Interest on Exhibit A without a corresponding decrease in the "Net Revenue Interest" shown for such Evaluated Interest on Exhibit A; provided, however, that the Selling Shareholders shall not be entitled to such an “Interest Addition”)increase in the Initial Purchase Consideration in the case of additional interests resulting from Fremont's failure to execute and deliver to FEI or other affiliates of the Selling Shareholders recorded assignments of overriding royalty interests in production from one (1) or more of such material Evaluated Interests owed to such parties under existing intercompany arrangements between Fremont and such parties. To be entitled to such an adjustment in the Initial Purchase Consideration, then Seller shall, from time the Selling Shareholders shall furnish to time and without limitation, have the right to give Buyer Amerac written notice of any such Interest Additions (an “Interest Addition Notice”), as soon as practicable but not additional interests no later than the Defect Notice 5:00 p.m., Central Standard Time, stating with reasonable specificity on the Asset affected, seventh (7th) day prior to 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 Closing Date. Such notice 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 set forth the increase in interest asserted by the Net Revenue Interest in such Well (or the specified zone(s) therein) over the Net Revenue Interest specified therefor in Exhibit B, Selling Shareholders and the denominator of which Evaluated Interest affected thereby. If Amerac is the Net Revenue Interest specified for such Well (or the specified zone(s) therein) in Exhibit B. Seller shall conclusively be deemed able 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 verify to its reasonable satisfaction the existence of any such additional interest based upon record title examinations or other title-related due diligence conducted by Amerac in connection with this Agreement, the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, then the Initial Purchase Price Consideration shall be increased adjusted by increasing 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 Initial Cash Amount by an amount equal to the value of such Interest Addition Valueadditional interest. Such value shall be determined consistently with the manner in which reductions to the Initial Purchase Consideration are determined under Section 2.4. If Buyer timely delivers an Interest Addition Rejection Notice with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet Selling Shareholders and attempt Amerac are unable to agree on whether the existence or value of such Interest Addition exists and, if soan additional interest, the Interest Addition Value applicable thereto. If the Parties are unable to reach agreement with respect to any Interest Additions, the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice Selling Shareholders and Amerac shall be submitted submit such dispute to arbitration in accordance with the procedures set forth in Section 8.8. (d) Notwithstanding 2.8. Upon the other provisions arbitrator's determination of this Section 7.6the existence of the asserted additional interest and its value, Buyer the value of such additional interest as determined by the arbitrator shall be obligated credited to adjust the Purchase Price to Selling Shareholders and taken into account for Interest Additions only if in the aggregate Interest Addition Value of all Interest Additions for which the Purchase Price would otherwise be increased exceeds a deductible (not a threshold) equal to 1.5% calculation of the unadjusted final Adjusted Purchase Price. In addition, if consideration reflected in the Interest Addition Value for any single Asset is less than $50,000, such value shall not be considered in calculating any increase to the Purchase PriceFinal Settlement Statement.

Interest Additions. (a) If Seller discovers (i) an increase in the Net Revenue Interest shown of a Lease or Well above that specified therefor on Exhibit B with respect to A or Exhibit B, as applicable, or (ii) an Asset increase in the Net Mineral Acres of a Lease above that is free of Title Defects specified therefor on Exhibit A, (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 determined, as applicable, by (i) multiplying the Allocated Value of the subject Lease or Well (or the specified zone(s) therein) by a fraction, the numerator of which is the increase in the Net Revenue Interest in such Lease or Well (or the specified zone(s) therein) over in excess of the Net Revenue Interest specified therefor in Exhibit A or Exhibit B, as applicable, and the denominator of which is the Net Revenue Interest specified for such Lease or Well (or the specified zone(s) therein) in Exhibit B. A or Exhibit B, as applicable or (ii) multiplying the Allocated Value of the subject Lease by a fraction, the numerator of which is the increase in Net Mineral Acres for the applicable Lease in excess of the Net Mineral Acres specified therefor in Exhibit A, and the denominator of which is the Net Mineral Acres specified therefor 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 Defect Notice Time. (c) If an Interest Addition Notice is timely delivered to Buyer, then Buyer agrees and Seller shall enter into an escrow agreement (reasonably acceptable to all Parties), with an escrow agent (reasonably acceptable to all Parties), and at Closing, Buyer shall deposit with the existence escrow agent an amount equal to the aggregate amount of all Interest Addition Values, after application of the applicable deductibles and thresholds set forth in this Agreement. Buyer and Seller shall proceed to close on the affected Assets. (d) With respect to any Interest Addition and Seller’s good faith estimate of the timely asserted by an Interest Addition ValueNotice, then the Purchase Price shall be increased by the amount of the Interest Addition Value. If 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 twenty (20) Business Days before after the Closing Date (an “Interest Addition Rejection Notice”), which . The Interest Addition Rejection Notice shall state with reasonable specificity the basis of Buyer’s rejection of the Additional Interest Addition or of such Buyer’s good faith estimate of the Interest Addition Value. For any Interest Addition asserted by Seller in an Interest Addition Notice by the Defect Notice Time, if If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of such the Interest Addition and such Seller’s good faith estimate of the Interest Addition Value, (subject and the Parties shall instruct the escrow agent to Section 7.6(d)) release the Purchase Price shall be increased by an amount equal Interest Addition Value applicable to such Interest Addition Valueaffected Asset to Seller. If Buyer timely delivers an Interest Addition Rejection Notice with respect to any Interest Addition, then representatives of the Parties, knowledgeable in title matters shall promptly (but in any event at least two Business Days before the Closing Date) meet and attempt to agree on whether such to mutually reject the Interest Addition exists and, if so, (in which case the Parties shall instruct the escrow agent to release the Interest Addition Value applicable theretoto such affected Asset to Buyer), or agree on the validity of such Interest Addition and the Interest Addition Value (in which case the Parties shall instruct the escrow agent to release the Interest Addition Value applicable to such affected Asset to Seller). If the Parties are unable to reach agreement with respect to any Interest AdditionsAddition, then the Interest Addition or the Interest Addition Value subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures set forth in Section 8.8, and all amounts so deposited with the escrow agent shall be disbursed in accordance with such escrow agreement after the resolution of such arbitration pursuant to the results of such arbitration. (de) Notwithstanding the other provisions of this Section 7.67.7, Buyer shall be obligated to adjust the Purchase Price to account for Interest Additions only if the aggregate Interest Addition Value of all Interest Additions for that Buyer has agreed to pay or which the Purchase Price would otherwise be increased are resolved pursuant to this Section 7.7 exceeds a deductible (not a threshold) equal to 1.5% two percent (2%) of the unadjusted Purchase Price. In addition, if the Interest Addition Value for any single Asset is less than $50,000the Individual Defect Threshold, such value shall not be considered in calculating any increase to the Purchase Price. Notwithstanding anything to the contrary contained herein, Interest Additions shall only be used to offset Title Defects and no Purchase Price reduction shall be made for Interest Additions except for such offset to Title Defects.