Common use of Interest Additions Clause in Contracts

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) in the preceding sentence, the Interest Addition subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the 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 the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, and Seller shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the Assets.

Interest Additions. (a) If Seller either Party discovers an increase in the Net Revenue Interest shown on Exhibit A 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 (“the Non-De Minimus Interest Addition Notice”), as soon as practicable possible, but not in no event later than the Title Claim DateDefect Notice Deadline. 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 the additional interest increases the value of the affected Asset over and above that Asset’s Allocated Value (“Non-De Minimus Interest Addition Value”and associated calculations and documentation (taking into account the depths for which such Non-De Minimus Interest Addition applies). The Interest Addition Value shall be determined by multiplying Parties shall, no later than the Allocated Value date of the subject Well (or the specified zone(s) therein) by a fractionCure Election Notice Deadline, the numerator of which is the increase attempt 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 good faith to have waived any additional interest not asserted by an Interest Addition Notice reach agreement 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 Non-De Minimus Interest Addition and the value of such Non-De Minimus Interest Addition Value, in which case Addition. In the Purchase Price shall be adjusted upward accordingly. If event the parties Parties cannot agree on either option (a) or (b) in the preceding sentenceexistence and/or value of the Non-De Minimus Interest Addition, the Interest Addition 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 12.15. If Buyer fails to timely deliver an Interest Addition Rejection Notice, Buyer shall be deemed to have accepted the validity of the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, and Seller shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the Assets4.7.

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 52 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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be adjusted upward decreased 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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be adjusted upward 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 shall be submitted to arbitration in accordance with the 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 the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, and Seller shall be entitled to an upwards setoff any Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the Assets.

Interest Additions. 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 the Net Revenue Interest Seller’s WI therein above that shown on Exhibit A with respect B, or obligates Seller to bear costs and expenses in an Asset amount less than the WI set forth in Exhibit B hereto, to the extent the same causes a decrease in Seller’s WI that is free of Title Defects proportionately greater than the decrease in Seller’s NRI therein below that shown on Exhibit B (an collectively, “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 ValueAdditions”). The Any notice of possible Interest Addition Value shall be determined by multiplying Additions must include (a) a description of each Interest Addition, (b) the basis for each Interest Addition, (c) the Allocated Value of the subject Well (or Well Location 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 AAddition, and (d) 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 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 good faith estimate belief is based. The Value of the Interest Addition Value, then Buyer shall so notify Seller be determined by the parties 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) in the preceding sentence, the Interest Addition subject to the Interest Addition Rejection Notice shall be submitted to arbitration in accordance with the procedures taking into account all relevant factors including those set forth in Section 12.154.2(d), and the Purchase Price will be increased in accordance with Section 2.7(a)(vi) by the amount by which the aggregate of all Value of Interest Additions exceeds one and one-half percent (1.5%) of the Purchase Price (an “Interest Addition Adjustment”). If Buyer fails to timely deliver disputes the existence of an Interest Addition Rejection Noticeor the Value of an Interest Addition, Buyer the issue will be deemed submitted for resolution under Section 4.4. Seller shall be deemed to have accepted the validity of the conclusively waived all Interest Addition and Seller’s good faith estimate of Adjustments that are not disclosed to Buyer in writing by the Interest Addition Value, and Seller shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the AssetsNotice Deadline.

Interest Additions. If Seller discovers The Selling Shareholders shall be entitled to an increase in the Net Revenue Initial Purchase Consideration with respect to any additional interest in or with respect to any material Evaluated Interest shown identified with an asterisk on Exhibit A with respect to an Asset that is free reflected of Title Defects (an “Interest Addition”), then Seller shall, from time record and as to time which Fremont has Good 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 affectedMarketable Title, 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 net effect 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 increase permanently Fremont's net revenue interest in the affected Evaluated Interest Addition in which case Seller shall waive the above that shown for such Evaluated Interest Additionon 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 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, the Selling Shareholders shall furnish to Amerac written notice of any such additional interests no later than 5:00 p.m., Central Standard Time, on the seventh (7th) day prior to the Closing Date. Such notice shall set forth the increase in interest asserted by the Selling Shareholders and the Evaluated Interest affected thereby. If Amerac is able to 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 Initial Purchase Consideration shall be adjusted by increasing the Initial Cash Amount by an amount equal to the value of such additional 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 the Selling Shareholders and Amerac are unable to agree on the validity existence or value 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 sentencean additional interest, the Interest Addition 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 12.152.8. If Buyer fails to timely deliver an Interest Addition Rejection NoticeUpon the arbitrator's determination of the existence of the asserted additional interest and its value, Buyer the value of such additional interest as determined by the arbitrator shall be deemed credited to have accepted the validity Selling Shareholders and taken into account in the calculation of the Interest Addition and Seller’s good faith estimate of final Adjusted Purchase consideration reflected in the Interest Addition Value, and Seller shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the AssetsFinal Settlement Statement.

Interest Additions. If Promptly on discovery by Seller, before or up to 90 days after Closing, Seller discovers an increase shall in good faith notify Buyer in writing (“Interest Addition Notice”) of any lease or interest to which Seller has Defensible Title that is located within the Net Revenue Interest shown Fiddler Creek Area, but is not set forth on Exhibit A 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 (with such amount being the “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 ValueAdjustment”). The Parties in good faith taking into account all relevant factors shall determine the amount of 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 DateAdjustment. 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 Parties cannot agree on 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 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 an amount equal to the aggregate out of pocket costs incurred by the 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 acquiring 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 shall be submitted to arbitration in accordance with the 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 the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, and Seller shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the AssetsAdditions.

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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be adjusted upward decreased 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 any Purchase Price adjustment which Seller is required to make pursuant to Section 11.08 shall be adjusted upward 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 shall be submitted to arbitration in accordance with the 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 the Interest Addition and Seller’s good faith estimate of the Interest Addition Value, and Seller shall be entitled to an upwards setoff any Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice of any Interest Addition 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 the Assets.

Interest Additions. If Seller discovers 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) an increased NRI resulting from a reduced royalty rate due to stripper well classification and (b) 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 in writing and shall include (i) a description of 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(ii) the basis for the Interest Addition, 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 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 AAddition, and (iv) 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 value of the Interest Addition Valueor the amount by which Buyer, then as applicable, believes the Allocated Value of the Asset has been increased by the Interest Addition ("Value of Interest Addition") and the computations upon which Buyer's belief is based, which shall be consistent with the manner in which Title Defect Values are determined. The Purchase Price shall be adjusted upward by the amount of the upwards for Interest Additions only if (1) an Interest Addition Value. If Buyer contests exceeds $25,000, and (2) the existence sum of the all 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 ValueAdditions exceed $100,000, in which case the Purchase Price value of such Interest Additions 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 shall be submitted to arbitration in accordance with the 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 the Interest Addition and Seller’s good faith estimate of the Interest Addition Valueoffset against any downward adjustments for Title Defects, and Seller the amount of offset shall be entitled to an upwards Purchase Price adjustment as described above. Buyer shall also promptly furnish Seller with written notice not exceed the total amount of any Interest Addition 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 the AssetsTitle Defect Adjustment.