Common use of Notice of Title Benefits Clause in Contracts

Notice of Title Benefits. Should Sellers discover any Title Benefit at any time on or prior to the Closing Date, Sellers shall promptly, but in no event later than the Closing Date, deliver to Purchasers a written notice (each a “Title Benefit Notice”) including: (i) a description of the alleged Title Benefit; (ii) the Mineral Interests or Well subject to such Title Benefit; (iii) the Allocated Value of each Mineral Interest or Well subject to the alleged Title Benefit; (iv) such discovering Party’s good faith reasonable estimate of the Title Benefit Amount attributable to such Title Benefit and the computations and information upon which such Party’s estimate is based; and (v) such reasonable documentation for Purchasers to verify such Title Benefit which shall include, to the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis of the alleged Title Benefit is in a member of the Subject Company Group’s chain of title and (3) any other document reasonably necessary for the Purchasers or the Title Arbitration Panel to verify and confirm the existence of the Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Title Benefit Notice materially complies with these provisions and reasonably identifies the Title Benefit. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT THAT THEY SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS FOR WHICH PURCHASERS HAVE NOT RECEIVED, ON OR BEFORE THE CLOSING DATE, A VALID TITLE BENEFIT NOTICE.

Notice of Title Benefits. Should Sellers Seller discover any Title Benefit at any time on or prior to the Closing Dateexpiration of the Examination Period, Sellers Seller shall have the right, but not the obligation, to promptly, but in no event later than the Closing Dateexpiration of the Examination Period, deliver to Purchasers Buyer a written notice (each a “Title Benefit Notice”) including: ), which shall include the following to be effective: (i) a description of the alleged Title Benefit; , (ii) the Mineral Interests or Well subject to such Title Benefit; (iii) the Allocated Value of each Mineral Interest or Well subject to the alleged Title Benefit; (iv) such discovering Party’s good faith reasonable estimate a description of the Title Benefit Amount attributable to Value Asset affected by such Title Benefit and the computations and information upon which Allocated Value of such Party’s estimate is based; and affected Value Asset, (viii) such reasonable documentation supporting documents reasonably necessary for Purchasers Buyer to verify such Title Benefit which shall include, to the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis existence of the alleged Title Benefit is in a member and (iv) Seller’s good faith estimate of the Subject Company Group’s chain of title and (3) any other document reasonably necessary for amount by which the Purchasers or the Title Arbitration Panel to verify and confirm the existence Allocated Value of the affected Value Asset is enhanced by virtue of Seller having a greater Net Revenue Interest in such Value Asset than the Net Revenue Interest specified on Exhibit “A-2” or Exhibit “A-3”, as applicable, for such Value Asset and the calculations and information upon which Seller’s belief is based (the “Title Benefit AmountValue”). The failure Notwithstanding anything herein to include any of the items above contrary, Seller shall not invalidate be deemed to have waived any Title Benefit claim if the Benefits for which Seller fails to provide a Title Benefit Notice materially complies to Buyer on or prior to the expiration of the Examination Period. To the extent Buyer identifies a Title Benefit prior to the expiration of the Examination Period, Buyer shall promptly, but in no event later than the expiration of the Examination Period, provide Seller with these provisions and reasonably identifies notice thereof, such notice to include the information required to be provided by Seller in a Title Benefit. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASEDBenefit Notice as provided for above, AND COVENANT THAT THEY SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS FOR WHICH PURCHASERS HAVE NOT RECEIVED, ON OR BEFORE THE CLOSING DATE, A VALID TITLE BENEFIT NOTICEto the extent such information is in the possession of Buyer.

Notice of Title Benefits. Should Sellers As a condition to Seller asserting any claim with respect to any alleged Title Benefit, should Seller discover any Title Benefit at any time on or prior to the Closing DateDefect Deadline, Sellers shall Seller may promptly, but in no event later than the Closing DateDefect Deadline, deliver to Purchasers Purchaser a written notice (each a “Title Benefit Notice”) includingwhich shall include: (i) a description of the alleged Title Benefit; (ii) the Mineral Interests Well or Well DSU and the Subject Formation(s) subject to such alleged Title Benefit; (iii) the Allocated Value of each Mineral Interest the Well or Well DSU subject to the such alleged Title Benefit; (iv) such discovering PartySeller’s good faith reasonable estimate of the Title Benefit Amount attributable to such alleged Title Benefit and the computations and information upon which such PartySeller’s estimate is based; (v) supporting documents reasonably necessary for the other Party and the Defect Referee (as well as any title attorney or examiner hired by any such Persons) to verify or investigate the existence of the alleged Title Benefit; and (vvi) such reasonable documentation for Purchasers to verify such Title Benefit which shall include, to the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis of the alleged Title Benefit is in a member of the Subject Company Group’s chain of title and (3) any other document reasonably necessary for the Purchasers or the Title Arbitration Panel to verify and confirm the existence of the Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Title Benefit Notice materially complies with these provisions and reasonably identifies the Title Benefit. SELLERS SELLER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT COVENANTS THAT THEY IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH PURCHASERS HAVE SELLER HAS NOT RECEIVED, SENT TO PURCHASER ON OR BEFORE THE CLOSING DATE, DEFECT DEADLINE A VALID TITLE NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(B) (PROVIDED THAT, WITH RESPECT TO THE ITEMS SET FORTH IN SECTION 3.2(B)(V), SUCH BENEFIT NOTICENOTICE SHALL BE DEEMED TO HAVE SATISFIED THE REQUIREMENTS SET FORTH THEREIN IF THE SAME COMPLIES WITH SUCH PROVISION IN ALL MATERIAL RESPECTS).

Notice of Title Benefits. Should Sellers any Seller discover any Title Benefit at any time on or prior to the Closing Cut-Off Date, Sellers such Seller shall promptly, but in no event later than the Closing Cut-Off Date, deliver to Purchasers Purchaser a written notice (each a “Title Benefit Notice”) including: (i) a description of the alleged Title Benefit; (ii) a description of the Mineral Interests or Well Oil and Gas Property subject to such alleged Title Benefit; (iii) the Allocated Value of each Mineral Interest or Well Oil and Gas Property subject to the alleged Title Benefit; (iv) such discovering Party’s good faith reasonable estimate of the Title Benefit Amount attributable to such Title Benefit and the computations and information upon which such Party’s estimate is based; and (v) supporting documents reasonably necessary for the other Party and the Defect Referee (as well as any title attorney or examiner hired by any such reasonable documentation for Purchasers Persons) to verify such Title Benefit which shall include, to or investigate the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis existence of the alleged Title Benefit; provided, that so long as a Title Benefit is Notice includes (A) the information set forth in a member of the Subject Company Group’s chain of title subparts (i) through (iv) above and (3B) any other document reasonably such Reasonable Documentation necessary for the Purchasers Purchaser and the Defect Referee (as well as any title attorney or the Title Arbitration Panel examiner hired by any such Persons) to verify and confirm or be put on notice as to the existence and nature of the alleged Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Benefit, such Title Benefit Notice materially complies with these provisions and reasonably identifies the Title Benefitshall be valid. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT COVENANTS THAT THEY IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS (AND ANY OFFSETS TO TITLE DEFECTS ATTRIBUTABLE THERETO) FOR WHICH PURCHASERS HAVE SELLERS’ REPRESENTATIVE HAS NOT RECEIVED, SENT TO PURCHASER ON OR BEFORE THE CLOSING DATE, CUT-OFF DATE A VALID TITLE BENEFIT NOTICENOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(B).

Notice of Title Benefits. Should Sellers any Seller discover any Title Benefit at any time on or prior to the Closing Cut-Off Date, Sellers such Seller shall promptly, but in no event later than the Closing Cut-Off Date, deliver to Purchasers Purchaser a written notice (each a “Title Benefit Notice”) including: (i) a description of the alleged Title Benefit; (ii) a description of the Mineral Interests or Well Oil and Gas Property subject to such alleged Title Benefit; (iii) the Allocated Value of each Mineral Interest or Well Oil and Gas Property subject to the alleged Title Benefit; (iv) such discovering Party’s good faith reasonable estimate of the Title Benefit Amount attributable to such Title Benefit and the computations and information upon which such Party’s estimate is based; and (v) supporting documents reasonably necessary for the Other Party and the Defect Referee (as well as any title attorney or examiner hired by any such reasonable documentation for Purchasers Persons) to verify such Title Benefit which shall include, to or investigate the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis existence of the alleged Title Benefit; provided, that so long as a Title Benefit is Notice includes (A) the information set forth in a member of the Subject Company Group’s chain of title subparts (i) through (iv) above and (3B) any other document reasonably such Reasonable Documentation necessary for the Purchasers Purchaser and the Defect Referee (as well as any title attorney or the Title Arbitration Panel examiner hired by any such Persons) to verify and confirm or be put on notice as to the existence and nature of the alleged Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Benefit, such Title Benefit Notice materially complies with these provisions and reasonably identifies the Title Benefitshall be valid. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT COVENANTS THAT THEY IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS (AND ANY OFFSETS TO TITLE DEFECTS ATTRIBUTABLE THERETO) FOR WHICH PURCHASERS HAVE SXXXXXX’ REPRESENTATIVE HAS NOT RECEIVED, SENT TO PURCHASER ON OR BEFORE THE CLOSING DATE, CUT-OFF DATE A VALID TITLE BENEFIT NOTICENOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS ‎SECTION 3.2(B).

Notice of Title Benefits. Should As a condition to Sellers asserting any claim with respect to any alleged Title Benefit, should Sellers discover any Title Benefit at any time on or prior to the Closing DateDefect Deadline, Sellers shall promptlyhave the right, but not the obligation, but in no event later than the Closing DateDefect Deadline, to deliver to Purchasers Purchaser a written notice (each a “Title Benefit Notice”) including), which Title Benefit Notice shall include: (i) a description of the alleged Title Benefit; (ii) a description of the Mineral Interests DSU or Well subject to such alleged Title Benefit; (iii) the Allocated Value of each Mineral Interest DSU or Well subject to the alleged Title Benefit; (iv) such discovering Party’s Sellers’ good faith reasonable estimate of the Title Benefit Amount attributable to such Title Benefit and the computations and information upon which such Party’s estimate is based; and (v) such reasonable documentation for Purchasers to verify such Title Benefit which shall include, to the extent in the possession or control of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis of the alleged Title Benefit is in a member of the Subject Company Group’s chain of title and (3) any other document supporting documents reasonably necessary for Xxxxxxxxx and the Purchasers Defect Referee (as well as any title attorney or the Title Arbitration Panel examiner hired by any such Persons) to verify and confirm or investigate the existence of the Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Title Benefit Notice materially complies with these provisions and reasonably identifies the alleged Title Benefit. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT COVENANTS THAT THEY IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH PURCHASERS HAVE SELLERS’ REPRESENTATIVE HAS NOT RECEIVED, SENT TO PURCHASER ON OR BEFORE THE CLOSING DATE, DEFECT DEADLINE A VALID TITLE BENEFIT NOTICENOTICE THAT SATISFIES EACH OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(b) (OR WITH RESPECT TO SECTION 3.2(B)(I) AND SECTION 3.2(B)(V), IN ALL MATERIAL RESPECTS).

Notice of Title Benefits. Should As a condition to Sellers asserting any claim with respect to any alleged Title Benefit, should Sellers discover any Title Benefit at any time on or prior to the Closing DateDefect Deadline, Sellers shall promptlyhave the right, but not the obligation, but in no event later than the Closing DateDefect Deadline, to deliver to Purchasers Purchaser a written notice (each a “Title Benefit Notice”) including), which such Title Benefit Notice shall include: (i) a description of the alleged Title Benefit; (ii) a description of the Mineral Interests DSU or Well subject to such alleged Title Benefit; (iii) the Allocated Value of each Mineral Interest DSU or Well subject to the alleged Title Benefit; (iv) such discovering Party’s Sellers’ good faith reasonable estimate of the Title Benefit Amount attributable to such Title Benefit and the computations and information upon which such Party’s estimate is based; and (v) such reasonable documentation for Purchasers to verify such Title Benefit which shall include, to supporting documents consistent with the extent in the possession or control scope of any Sellers, (1) a copy of the relevant document to the extent the alleged Title Benefit Reasonable Documentation as is a document, (2) the deed or title opinion describing the Title Benefit in reasonable detail, to the extent the basis of the alleged Title Benefit is in a member of the Subject Company Group’s chain of title and (3) any other document reasonably necessary for Purchaser and the Purchasers Defect Referee (as well as any title attorney or the Title Arbitration Panel examiner hired by any such Persons) to verify and confirm or investigate the existence of the Title Benefit Amount. The failure to include any of the items above shall not invalidate any Title Benefit claim if the Title Benefit Notice materially complies with these provisions and reasonably identifies the alleged Title Benefit. SELLERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANT COVENANTS THAT THEY IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE BENEFITS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH PURCHASERS SELLERS HAVE NOT RECEIVED, SENT TO PURCHASER ON OR BEFORE THE CLOSING DATE, DEFECT DEADLINE A VALID TITLE BENEFIT NOTICENOTICE THAT SATISFIES EACH OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 3.2(B) (OR WITH RESPECT TO SECTION 3.2(B)(I) AND SECTION 3.2(B)(V), IN ALL MATERIAL RESPECTS).