Common use of Notice of Title Defects and Title Benefits; Remedies Clause in Contracts

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers any Title Benefit, or if Purchaser discovers any Title Defect, then such Party shall be obligated to deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well for which Purchaser has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company Well, a “Title Defect Property”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Property; or (ii) such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the Title Defect Amount. (c) With respect to any Included Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers any Title Benefit, or if Purchaser discovers any Title Defect, then such Party shall be obligated to deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well for which Purchaser has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company Well, a “Title Defect Property”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall retain at Closing the Company holding the affected Title Defect Property or cause to be conveyed by the applicable Company to Seller or its designee immediately prior to the Closing Closing, as applicable, such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Company or Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect PropertyProperty or by the aggregate Allocated Values of all Company Assets held by such excluded Company, as applicable; or (ii) such applicable Company and such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the Title Defect Amount. (c) With respect to any Included Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title Defect, then such Party shall be obligated to may deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect Except as set forth in the special warranty of title contained in the Assignment and the Surface Deed, Seller and Buyer shall be deemed to a Title Defect, or a Title Benefit, as applicablehave waived, and neither Buyer nor Seller, respectively, shall have any liability for, any Title Benefit or Title Defect for such claim which Buyer or Seller, respectively, has not received a proper Title Notice on or before the Defect Deadline. For the avoidance of doubt, if Buyer or Seller fails to be effective, Seller or Purchaser must deliver provide a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on Notice, then the relevant Title Defect(s) or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(bBenefit(s), Section 3.19as the case may be, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”), Seller shall have the right until the third (3rd) day prior to Closing Date to cure any asserted Title (the “Defect and/or Response Date”) to notify Purchaser Buyer of those asserted Title Defects that Seller elects to attempt to cure (each, a “Title Cure Election”) and those asserted Title Defects and/or the Title Defect Amounts Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence At Closing or upon resolution of a Disputed Title Defect or the Title Defect Amount with respect theretoMatter, as applicable, with respect to each uncured Title Defect Property timely reported under Section 6.4(athat Seller has not cured (and Buyer has not elected to waive in writing), Seller the following shall have the right to elect any of the followingapply: (i) if Purchaser and Seller mutually agreethe Title Defect Amount is equal to or greater than the Allocated Value of the applicable Title Defect Property, then Seller shall cause to be conveyed by have the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (andoption, in each caseits sole discretion, all related or associated Company Assets), in which case, (A) to exclude such Title Defect Property (and all related or associated Company Assets), as applicable, shall be excluded Conveyed Properties) from the ClosingConveyed Properties conveyed by Seller to Buyer pursuant to this Agreement, (B) if excludedin which case, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect PropertyRetained Property (provided, however, any Conveyed Properties owned by Oakfield may not be excluded from the transactions contemplated hereby and clause (ii) below shall apply thereto); or (ii) Seller shall include such Title Defect Property (and all related or associated Company AssetsConveyed Properties) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with in the Company Assets, subject Conveyed Properties conveyed by Seller to all such uncured Title DefectsBuyer pursuant to this Agreement, in which case, subject (A) if Seller has not made a Title Cure Election or Title Dispute Election with respect to Section 6.4(csuch Title Defect Property prior to the Defect Response Date, the Purchase Price payable at Closing shall be reduced by the Title Defect Amount for such Included Title Defect Property (as determined by mutual agreement of the Parties), (B) if Seller has made a Title Cure Election or Title Dispute Election with respect to such Title Defect Property prior to the Cash Defect Response Date, the Purchase Price payable at Closing shall be reduced by the Title Defect Amount for such Included Title Defect Property (as determined by mutual agreement of the Parties or if the Parties cannot agree, by Buyer acting reasonably and in good faith) and at the Closing Buyer shall deposit such amount into the Escrow Account pending the curing or resolution of the applicable Title Defect, or (C) upon resolution of a Disputed Title Matter, the Purchase Price shall be reduced at Closing (without duplication) by the Title Defect AmountAmount (if any) for such Included Title Defect Property (as determined by the Arbitrator). (c) With respect to any Included Title Defect Property for which there is a timely delivered Title Cure Election or Title Dispute Election, until the one hundred twentieth (120th) day after the Closing Cash Payment (such period, the “Cure Period”), Seller may, but shall be reduced by have no obligation to, at its sole cost and expense, cure the Disputed AmountTitle Defect asserted with respect to such Included Title Defect Property. If, as of the expiration of the Cure Period, Seller has cured (or partially cured) any Title Defect affecting any Included Title Defect Property, within ten (10) days after the end of the Cure Period, Seller and Buyer shall jointly instruct the Escrow Agent to pay the amounts deposited in escrow in respect of any portion of the Title Defect that was cured to Seller, and pay the amounts deposited in escrow in respect of any portion of the Title Defect that was not cured to Buyer. With respect to any Included Title Defect Property for which shall be paid into the Defect and Indemnity Escrow Account at Closingthere is a timely delivered Title Dispute Election, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount amount deposited in escrow with respect thereto shall be delivered released from the Escrow Account to Seller or Purchaser Buyer, as applicable, pursuant to the decision of the Arbitrator. (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller (other than with respect to the special warranty of title provided in the Assignment and the Surface Deed delivered at Closing), and Seller shall not be responsible for nor shall the Purchase Price be reduced for, (i) any individual Title Defect Arbitrator for which the Title Defect Amount does not exceed fifty thousand dollars ($50,000) (the “Title Threshold”) or (ii) any Title Defect with respect to which the Title Defect Amount exceeds the applicable Title Threshold, unless and until the aggregate of (1) all such Title Defect Amounts that exceed the applicable Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Seller pursuant to Section 6.76.4(c) and less the aggregate of all Title Benefit Amounts that exceed the Title Threshold) and (2) all such Environmental Defect Amounts that exceed the applicable Environmental Threshold (excluding the amount of Environmental Defect Amounts attributable to Environmental Defects that are cured by Seller pursuant to Section 6.6(b)), exceeds an amount equal to two percent (2%) of the aggregate of the Allocated Values of all Listed Interests (the “Defect Deductible”), and then only with respect to the amount of such Title Defect Amounts (less such Title Benefit Amounts) that exceed the Defect Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers Sellers discover any Title Benefit, or if Purchaser Buyer discovers any Title Defect, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect Except for the Limited Representations, Sellers and Buyer shall be deemed to a Title Defect, or a Title Benefit, as applicablehave waived, and neither Buyer nor Sellers, respectively, shall have any liability for, any Title Benefit or Title Defect for such claim which Buyer or Sellers, respectively, has not received a proper Title Notice on or before the Defect Deadline. For the avoidance of doubt and except for the Limited Representations, if Buyer or Sellers fail to be effective, Seller or Purchaser must deliver provide a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on Notice, then the relevant Title Defect(s) or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(bBenefit(s), Section 3.19as the case may be, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”) that Sellers have not cured (and Buyer has not elected to waive in writing) on or before one (1) day prior to Closing (the “Defect Response Date”), Seller shall have the right until the Closing Date unless a Party chooses to cure any asserted submit a Disputed Title Defect and/or matter for arbitration pursuant to notify Purchaser of those asserted Title Defects that Seller disputes (eachARTICLE XI, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Base Purchase Price shall will be reduced by the Allocated Value of aggregate Title Defect Amounts for all such Title Defect Property; or Properties (ii) such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the aggregate amount is the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash TD Purchase Price shall be reduced at Closing by the Title Defect AmountAdjustment Amounts”). (c) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Sellers (other than with respect to the special warranty of title set forth in the Assignments), and Sellers shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed $50,000 (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Sellers pursuant to Section 5.4(b)), exceeds an amount equal to $8,514,730.25 (the “Title Deductible”), and then only with respect to the amount of such Title Defect Amounts that exceed the Title Deductible; provided, however, the Title Threshold and Title Deductible will not apply to any Title Defects caused by or created by, through, or under Sellers. (d) With respect to any Included Title Defect Property each Lease or Well for which there is Sellers have asserted a timely delivered Title Dispute ElectionBenefit pursuant to a Title Notice, the Closing Cash Payment aggregate of the Title Benefit Amounts shall be reduced by offset against any Base Purchase Price reduction due to Title Defects and shall not cause any increase in the Disputed AmountBase Purchase Price, which it being understood the calculation of the aggregate TD Purchase Price Adjustment Amounts shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution net of such Disputed Matter pursuant aggregate Title Benefit Amounts; provided, however, in no event shall there be any offset against the aggregate TD Purchase Price Adjustment Amounts provided by Sellers for any individual Title Benefit in a Lease or Well for which the aggregate Title Benefit Value of all Title Benefits with respect to Section 6.7, such Leases or Xxxxx does not exceed the Disputed Amount shall be delivered to Seller Title Threshold or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7Title Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title DefectDefect or Title Benefit, then such Party may (but shall have no obligation to, other than with respect to any Title Benefit discovered by Buyer, with respect to which Buyer shall be obligated to to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, Except as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition special warranty of Title Notice on or before title contained in the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after ClosingAssignment, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth (and, in the definition case of any Title Benefit discovered by Buyer, delivered to Seller) a Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With On or before 5:00 p.m. Central time on the date that is two (2) business days prior to the Closing Date, with respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”), Seller shall have the right until the Closing Date elect (in its sole and absolute discretion) to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Property; or (ii) exclude such Title Defect Property (and all related or associated Company AssetsLease(s) (any such Title Defect Property, together with all and other such Title Defect Properties, ) from the “Included Title Defect Properties”) shall be included Properties conveyed by Seller to Buyer at the Closing with the Company Assets, subject pursuant to all such uncured Title Defectsthis Agreement, in which case, subject to Section 6.4(c)the application of the Title Threshold and the Title Deductible, the Cash Purchase Price shall be reduced at Closing adjusted downward by the Allocated Value of such Listed Interest in accordance with Section 2.2(b)(iv) or (ii) subject to the application of the Title Threshold and the Title Deductible, after the Closing, dispute the existence of or cure (in accordance with the provisions of Section 5.4(c)), such Title Defect, in either of which case, such Title Defect AmountProperty shall be included in the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, without any reduction to the Purchase Price at the Closing with respect thereto. (c) With respect to any Title Defect Property included in the conveyance of the Properties to Buyer at the Closing (an “Included Title Defect Property”), Seller shall have until 5:00 p.m. Central time on the date that is ninety (90) days after the Closing Date (such period, the “Cure Period”) to (i) dispute the existence of the Title Defect asserted with respect to such Included Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, pursuant to the provisions of Section 6.7 shall apply 5.7, (ii) subject to the application of the Title Threshold and at the resolution Title Deductible, cure the Title Defect asserted with respect to such Included Title Defect Property or (iii) indemnify and hold Buyer harmless from and against any actual Liabilities Buyer may suffer as a result of a third party claim based on the Title Defect asserted with respect to such Disputed Matter Included Title Defect Property. If, as of the expiration of the Cure Period, Seller has not cured (and has not elected to provide an indemnity pursuant to Section 6.75.4(c)(iii) with respect to) any Title Defect affecting any Included Title Defect Property, and such Included Title Defect Property is not the subject of a Disputed Matter, then, subject to the application of the Title Threshold and the Title Deductible, the Disputed Amount Purchase Price shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator decreased, pursuant to Section 6.72.2(b)(v) by the Title Defect Amount determined with respect to each such Title Defect. (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller, and Seller shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed fifty thousand dollars ($50,000) (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Seller pursuant to Section 5.4(c)(ii) or with respect to which Seller provides the indemnity contemplated in Section 5.4(c)(iii)), exceeds an amount equal to five percent (5%) of the Purchase Price (the “Title Deductible”), and then only with respect to the amount of such Title Defect Amounts that exceed the Title Deductible and that (when aggregated with all Environmental Defect Amounts that exceed the Environmental Deductible and the amounts of all indemnity claims that exceed the Indemnity Deductible), do not exceed the Indemnity Cap. (e) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Buyer, and Buyer shall not be responsible for, (i) any individual Title Benefit for which the Title Benefit Amount does not exceed the Title Threshold and (ii) any Title Benefit with respect to which the Title Benefit Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Benefit Amounts that exceed the Title Threshold, exceeds the Title Deductible, and then only with respect to the amount of such Title Benefit Amounts that exceed the Title Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers Sellers discover any Title Benefit, or if Purchaser Buyer discovers any Title Defect, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect Except for the Limited Representations, Sellers and Buyer shall be deemed to a Title Defect, or a Title Benefit, as applicablehave waived, and neither Buyer nor Sellers, respectively, shall have any liability for, any Title Benefit or Title Defect for such claim which Buyer or Sellers, respectively, has not received a proper Title Notice on or before the Defect Deadline. For the avoidance of doubt and except for the Limited Representations, if Buyer or Sellers fail to be effective, Seller or Purchaser must deliver provide a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on Notice, then the relevant Title Defect(s) or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(bBenefit(s), Section 3.19as the case may be, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”) that Sellers have not cured (and Buyer has not elected to waive in writing) on or before one (1) day prior to Closing (the “Defect Response Date”), Seller shall have unless a Party chooses to submit a Disputed Title Matter for arbitration pursuant to ARTICLE XI, the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Base Purchase Price shall will be reduced by the Allocated Value of aggregate Title Defect Amounts for all such Title Defect Property; or Properties (ii) such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the aggregate amount is the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash TD Purchase Price shall be reduced at Closing by the Title Defect Adjustment Amount”). (c) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Sellers (other than with respect to the special warranty of title set forth in Section 3.2(m)), and Sellers shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed $50,000 (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Sellers pursuant to Section 5.4(b)), exceeds an amount equal to $11,485,269.75 (the “Title Deductible”), and then only with respect to the amount of such Title Defect Amounts that exceed the Title Deductible; provided, however, the Title Threshold and Title Deductible will not apply to any Title Defects caused by or created by, through, or under the Company Group prior to the Closing Date. (d) With respect to any Included Title Defect Property each Lease or Well for which there is Sellers have asserted a timely delivered Title Dispute ElectionBenefit pursuant to a Title Notice, the Closing Cash Payment aggregate of the Title Benefit Amounts shall be reduced by offset against any Base Purchase Price reduction due to Title Defects and shall not cause any increase in the Disputed AmountBase Purchase Price, which shall be paid into it being understood the Defect and Indemnity Escrow Account at Closing, calculation of the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed aggregate TD Purchase Price Adjustment Amount shall be delivered net of such aggregate Title Benefit Amounts; provided, however, in no event shall there be any offset against the aggregate TD Purchase Price Adjustment Amount provided by Sellers for any individual Title Benefit in a Lease or Well for which the aggregate Title Benefit Value of all Title Benefits with respect to Seller such Lease or Purchaser pursuant to Well does not exceed the decision of Title Threshold or the Defect Arbitrator pursuant to Section 6.7Title Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers Sellers discover any Title Benefit, or if Purchaser discovers any Title DefectDefect or Title Benefit, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., p.m. Central Time, time on the thirtieth sixtieth (30th60th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim Except for claims pursuant to Article 11 with respect to a Title Defectbreach of (i) the representations and warranties set forth in Section 3.19, Section 3.21, Section 3.23, Section 3.24, Section 3.25 or a Title BenefitSection 6.8 or (ii) the covenants in Section 5.22, as applicablefrom and after Closing, Sellers and Purchaser shall be deemed to have waived, and neither Purchaser nor Sellers, respectively, shall have any Liability for, any Title Benefit or Title Defect for such claim to be effectivewhich Purchaser or Sellers, Seller or Purchaser must deliver respectively, has not received a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach For the avoidance of the representations and warranties set forth in Section 3.11doubt, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which if Purchaser or Seller, respectively, has not received Sellers fail to provide a Title Notice that which substantially satisfies the requirements set forth in the definition of Title Notice on or before Notice, then the relevant Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect Defect(s) or Title Benefit prior to Benefit(s), as the Title Defect Deadlinecase may be, shall be deemed waived. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice Section 1.2(hhhh) (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”), Seller Sellers shall have the right until the Closing Date to cure any asserted fifth (5th) Business Day after the Title Defect and/or Deadline (the “Defect Response Date”) to notify Purchaser of those asserted Title Defects that Seller disputes Sellers elect to cure (each, a “Cure Election”) and those asserted Title Defects Sellers dispute (each, a “Dispute Election”). Subject ; provided that Sellers shall be entitled to Seller’s continuing right to dispute make a Cure Election until the existence expiration of a the Cure Period for any Title Defect or for which Sellers made a Dispute Election so long as such Title Defect is cured prior to the expiration of the Cure Period. (c) With respect to any Title Defect Property for which there is a timely delivered Cure Election, Sellers may cure the Title Defect Amount with respect thereto, asserted with respect to each uncured such Title Defect Property during the Cure Period. With respect to any Title Defect Property for which there is a timely reported under delivered Dispute Election, the provisions of Section 6.4(a)6.7 shall apply and at the resolution of such Disputed Title Matter pursuant to Section 6.7, Seller the Disputed Title Amount shall have be delivered to Sellers or Purchaser pursuant to the right to elect any decision of the followingDefect Arbitrators pursuant to Section 6.7. (d) With respect to Title Defects asserted by Purchaser prior to Closing, the following shall apply: (i) at Closing: (A) if Purchaser and Seller mutually agreeSellers agree prior to Closing, Seller Sellers shall cause such Title Defect Property (and all related or associated Company Earned Lease(s) and other Company Properties) to be conveyed by the Company Parties to Seller Sellers or its their designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets)Closing, in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect PropertyProperty (provided, however, the Farmout Agreements and Sellers’ interest with respect to any Company Unearned Leases thereunder shall not be excluded); or (iiB) otherwise no such action shall be taken with respect to such Title Defect Property (and all related or associated Company AssetsEarned Lease(s) (any such Title Defect Property, together with all and other such Title Defect Company Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects), in which case, subject (1) if Sellers have not made a Cure Election or Dispute Election with respect to Section 6.4(c)such Title Defect Property prior to Closing or if Sellers have made a Cure Election for such Title Defect Property, the Cash Purchase Price shall be reduced decreased, at Closing the Closing, by the Title Defect AmountAmount asserted by Purchaser in good faith for such Title Defects or (2) if Sellers have made a Dispute Election for such Title Defect Property, then there will be no adjustment to the Cash Purchase Price at Closing and such matter shall be resolved pursuant to Section 6.7. (cii) With upon the expiration of the Cure Period: (A) with respect to any Included Title Defect for which there was a reduction to the Cash Purchase Price pursuant to Section 6.4(d)(i)(B)(1) that Sellers have cured (or partially cured) prior to the expiration of the Cure Period, then the Cash Purchase Price shall be increased by the Title Defect Amount of such cured Title Defect Properties (or if the applicable Title Defect was only partially cured, the Cash Purchase Price shall be increased by an amount equal to the Title Defect Amount of such Title Defect Property for which there less an amount equal to the portion of such Title Defect Amount that relates to the uncured portion of such Title Defect); and (B) with respect to Title Defects asserted by Purchaser prior to Closing, if as of the expiration of the Cure Period, such Title Defect is a timely delivered Disputed Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the Matter that is subject to resolution of such Disputed Matter pursuant to Section 6.7, the then such Disputed Amount Title Matter shall be delivered resolved in accordance with Section 6.7. (e) With respect to Seller or Title Defects asserted by Purchaser pursuant after Closing, the following shall apply: (A) subject to Section 6.4(e)(D) below, if as of the expiration of the Cure Period, Sellers have cured any such Title Defect, then there shall be no adjustment to the decision Cash Purchase Price; (B) subject to Section 6.4(e)(D) below, if as of the expiration of the Cure Period, Sellers have partially cured any such Title Defect, the Cash Purchase Price shall be decreased by an amount equal to the Title Defect Arbitrator Amount of such Title Defect Property less an amount equal to the portion of such Title Defect Amount that relates to the cured portion of such Title Defect; (C) subject to Section 6.4(e)(D) below, if as of the expiration of the Cure Period, Sellers have not cured such Title Defect, the Cash Purchase Price shall be decreased by an amount equal to the Title Defect Amount of such Title Defect Property; and (D) if as of the expiration of the Cure Period, such Title Defect is a Disputed Title Matter that is subject to resolution pursuant to Section 6.7, then such Disputed Title Matter shall be resolved in accordance with Section 6.7. (f) The Parties agree that a cure (or a partial cure) may include (A) obtaining new leases to replace Allocated Value lost due to a Title Defect (“Replacement Acreage”), provided (1) such new leases cover lands in a governmental section in which the Company Parties’ own an interest and cover geologic depths that include all of the Target Depth or Target Depths being replaced, (2) if a Company Party is the Operator with respect to the Lease(s) being replaced, then a Company Party must be the Operator with respect to the new leases replacing each such Lease, (3) the value of the new leases must be equal to or greater than the per Net Mineral Acre Allocated Value of the Leases being replaced as to the applicable Target Depths, where the value of the new leases shall be equal to the product of (X) the average per Net Mineral Acre Allocated Value of the Company Party’s Leases in the applicable section multiplied by (Y) the Net Mineral Acres associated with such new leases, (4) each new lease must have no less Net Revenue Interest as the Lease being replaced and the other terms and conditions of the new leases shall be substantially similar to the terms of the Leases being replaced, including substantially similar surface use restrictions (provided, as to duration, a lease with at least a remaining three year paid-up primary term (from the Execution Date) shall be deemed substantially similar to a Lease held by production), (5) Title Defects relating to a Net Revenue Interest deficiency shall be cured with new leases with a Net Revenue Interest sufficient to cure such Title Defect, (6) Title Defects relating to a Net Mineral Acre deficiency shall be replaced with new leases with Net Mineral Acres sufficient to cure such Title Defect and (7) Title Defects relating to excess Working Interest shall be replaced with new leases with Working Interests sufficiently low to cure such Title Defect and/or (B) obtaining additional Net Mineral Acres or Net Revenue Interest in a Lease to replace Allocated Value lost due to a Title Defect (“Replacement Interests”) provided such Lease is located in the same governmental section in which the applicable Title Defect Property is located. To the extent new leases or interests utilized as Replacement Acreage or Replacement Interests, respectively, contain interests in excess of the interest necessary to cure a given Title Defect, such excess interest shall be accounted for as a New Interest (but only to the extent otherwise meeting the requirements of Section 5.15 with respect to New Interests). (g) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Sellers, and Sellers shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed Fifty Thousand Dollars ($50,000) (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until (X) the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Sellers prior to the expiration of the Cure Period) less the aggregate of all Title Benefit Amounts that exceed the Title Threshold plus (Y) the aggregate of all Environmental Defect Amounts that remain uncured by Closing and that exceed the Environmental Threshold, exceeds an amount equal to one percent (1%) of the Unadjusted Purchase Price (the “Defect Deductible”), and then only to the extent that the aggregate of such Title Defect Amounts (less such Title Benefit Amounts) exceeds the Defect Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party discovers any Title Benefit, or if Purchaser discovers any Title Defect, then such Party shall be obligated to deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, or with respect to item (1) on Schedule 3.6 (under Section 11.2(b)(iii)(C)), from and after Closing, Seller and Purchaser shall be deemed to have waived, and neither Purchaser nor Seller, respectively, shall have any Damages for, any Title Benefit or Title Defect for which Purchaser or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well for which Purchaser has asserted a Title Defect pursuant to a timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company Well, a “Title Defect Property”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall retain at Closing the Company holding the affected Title Defect Property or cause to be conveyed by the applicable Company to Seller or its designee immediately prior to the Closing Closing, as applicable, such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Company or Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect PropertyProperty or by the aggregate Allocated Values of all Company Assets held by such excluded Company, as applicable; or (ii) such applicable Company and such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the Title Defect Amount. (c) With respect to any Included Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title DefectDefect or Title Benefit, then such Party may (but shall have no obligation to, other than with respect to any Title Benefit discovered by Buyer, with respect to which Buyer shall be obligated to to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, Except as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition special warranty of Title Notice on or before title contained in the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after ClosingAssignment, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth (and, in the definition case of any Title Benefit discovered by Buyer, delivered to Seller) a Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”)) that Seller has not cured (and Buyer has not elected to waive in writing) on or before March 29, 2011, Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes elect (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the followingin its sole and absolute discretion) to: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Property; or (ii) exclude such Title Defect Property (and all related or associated Company AssetsLease(s) and other Properties) from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement; or (ii) include such Title Defect Property (and all related or associated Lease(s) and other Properties) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included in the Properties conveyed by Seller to Buyer at the Closing with the Company Assets, subject pursuant to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the Title Defect Amountthis Agreement. (c) With respect to any Included Title Defect Property for which there is and any Title Defect Property excluded (pursuant to Section 5.4(b)(i)) from the Properties conveyed by Seller to Buyer at the Closing (each, a timely delivered “Subject Title Dispute ElectionDefect Property”), until the ninetieth (90th) day after the Closing (such period, the Closing Cash Payment “Cure Period”), Seller may, but shall be reduced by have no obligation to, (i) dispute the Disputed Amount, which shall be paid into existence of the Title Defect and Indemnity Escrow Account at Closing, asserted with respect to such Subject Title Defect Property pursuant to the provisions of Section 6.7 5.7 or (ii) cure the Title Defect asserted with respect to such Subject Title Defect Property. If, as of the expiration of the Cure Period, Seller has (A) (1) cured (or partially cured) any Title Defect affecting any Included Title Defect Property, then the Parties shall apply and at jointly instruct the resolution Escrow Agent to release to Seller from the Escrowed Title Amount an amount equal to the Title Defect Amount relating to such Included Title Defect Property (or, if the applicable Title Defect was only partially cured, an amount equal to the portion of such Disputed Matter Title Defect Amount that relates to such cured portion of such Title Defect) or (2) cured any Title Defect affecting any Subject Title Defect Property that was excluded (pursuant to Section 6.75.4(b)(i)) from the Properties conveyed by Seller to Buyer at the Closing, then the Purchase Price shall be increased by an amount equal to the Allocated Value of such Title Defect Property (such amount, the Disputed Amount “TD Purchase Price Adjustment Amount”) and Seller shall be delivered assign to Seller or Purchaser Buyer pursuant to an assignment in substantially the decision same form as the Assignment, such Title Defect Property or (B) not cured (or only partially cured) any Title Defect affecting any Included Title Defect Property, then the Parties shall jointly instruct the Escrow Agent to release to Buyer from the Escrowed Title Amount an amount equal to the Title Defect Amount relating to such Included Title Defect Property (or, if the applicable Title Defect was partially cured, an amount equal to the portion of such Title Defect Amount that relates to the un-cured portion of such Title Defect). (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller (other than with respect to the special warranty of title provided in the Assignment delivered at Closing), and Seller shall not be responsible for, (i) any individual Title Defect Arbitrator for which the Title Defect Amount does not exceed fifty thousand dollars ($50,000) (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Seller pursuant to Section 6.75.4(c)(ii)), exceeds an amount equal to two percent (2%) of the Purchase Price (the “Title Deductible”), and then only with respect to the amount of such Title Defect Amounts that exceed the Title Deductible. (e) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Buyer, and Buyer shall not be responsible for, (i) any individual Title Benefit for which the Title Benefit Amount does not exceed the Title Deductible and (ii) any Title Benefit with respect to which the Title Benefit Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Benefit Amounts that exceed the Title Threshold, exceeds the Title Deductible, and then only with respect to the amount of such Title Benefit Amounts that exceed the Title Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller or Xxxxx discovers any Title Defect or Title Benefit, or if Purchaser discovers any Title Defect, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert ; provided that Buyer agrees to regularly update Seller concerning the progress of Xxxxx’s title due diligence and deliver a claim preliminary notice with respect to a any Title Defect, or a Title Benefit, Defect Buyer reasonably believes it will assert as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or soon as reasonably practicable before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With On or before the Closing, with respect to each Company Lease, Company Unit Lease or Company Well DSU for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit Lease or Company WellDSU, a “Title Defect Property”), subject to (i) the continuing right of Seller shall have to dispute the existence of an asserted Title Defect and/or the Title Defect Amount asserted with respect thereto, (ii) the continuing right until the Closing Date of Seller to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, (B) if excluded, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Property; or (ii) such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject pursuant to Section 6.4(c), (iii) the Cash rights of the Parties pursuant to Section 13.1(d), (iv) the Title Threshold and (v) the Title & Environmental Deductible, if such Title Defect is not waived in writing by Buyer or cured prior to Closing, then, Seller shall elect (in its sole and absolute discretion) to (A) reduce the Purchase Price shall be reduced at Closing by the Title Defect Amount. (c) With respect to any Included Amount for such Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of in accordance with Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7.3.2(b)(v);

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title DefectDefect or Title Benefit, then such Party may (but shall have no obligation to, other than with respect to any Title Benefit discovered by Buyer, with respect to which Buyer shall be obligated to to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, Except as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition special warranty of Title Notice on or before title contained in the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after ClosingAssignment, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth (and, in the definition case of any Title Benefit discovered by Buyer, delivered to Seller) a Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”) that Seller has not cured (and Buyer has not elected to waive in writing) on or before the earlier of (i) the second Business Day immediately prior to Closing or (ii) the first Business Day following the tenth (10th) day after the Defect Deadline (the “Defect Response Date”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes elect (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the followingin its sole and absolute discretion) to: (i) if Purchaser and Seller reduce the Purchase Price by a mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing agreed amount in respect of such Title Defect Property Property; (and, in each case, all related or associated Company Assets), in which case, (Aii) exclude such Title Defect Property (and all related or associated Company Assets), as applicable, shall be excluded Lease(s) and other Properties) from the ClosingProperties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, (B) if excludedin which case, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Retained Property; or (ii) such Title Defect Property (and all related or associated Company Assets) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included at Closing with the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the Title Defect Amount. (c) With respect to any Included Title Defect Property for which there is a timely delivered Title Dispute Election, the Closing Cash Payment shall be reduced by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter pursuant to Section 6.7, the Disputed Amount shall be delivered to Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.7.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller or Buyer discovers any Title Defect or Title Benefit, or if Purchaser discovers any Title Defect, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert ; provided that Buyer agrees to regularly update Seller concerning the progress of Buyer’s title due diligence and deliver a claim preliminary notice with respect to a any Title Defect, or a Title Benefit, Defect Buyer reasonably believes it will assert as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or soon as reasonably practicable before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With On or before the Closing, with respect to each Company Lease, Company Unit Lease or Company Well DSU for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit Lease or Company WellDSU, a “Title Defect Property”), subject to (i) the continuing right of Seller shall have to dispute the existence of an asserted Title Defect and/or the Title Defect Amount asserted with respect thereto, (ii) the continuing right until the Closing Date of Seller to cure any asserted Title Defect and/or pursuant to notify Purchaser Section 6.4(c), (iii) the rights of those asserted the Parties pursuant to Section 13.1(d), (iv) the Title Defects that Seller disputes Threshold and (eachv) the Title & Environmental Deductible, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a if such Title Defect is not waived in writing by Buyer or cured prior to Closing, then, Seller shall elect (in its sole and absolute discretion) to (A) reduce the Purchase Price by the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing for such Title Defect Property (and, in each case, all related or associated Company Assetsaccordance with Section 3.2(b)(v), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, ; (B) if excluded, such Title Defect Property (and related exclude all or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value affected portion of such Title Defect Property; or (ii) such Title Defect Property (and all related or associated Company Assetsproperties) (any such Title Defect Property, together with all other such Title Defect Properties, from the “Included Title Defect Properties”) shall be included Properties conveyed by Seller to Buyer at the Closing with pursuant to this Agreement and the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing adjusted downward by the Allocated Value (or a pro-rata portion thereof) of such Title Defect Property (or the affected portion thereof) in accordance with Section 3.2(b)(iv); or (C) indemnify and hold Buyer harmless from and against any actual Liabilities Buyer may suffer as a result the Title Defect Amountasserted with respect to such Title Defect Property pursuant to an indemnity agreement in a form mutually agreeable to the Parties; provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 6.4(b) for any Change-In-Interest. (c) With Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure any Title Defect of which it has been advised by Buyer at any time prior to one hundred and twenty (120) days after the Closing (such period of time the “Cure Period”). In the event that an adjustment for a Title Defect Amount is made to the Purchase Price and Seller thereafter cures, during the Cure Period, the Title Defect for which such adjustment was made, then Buyer shall promptly, but in any event within ten (10) Business Days after such Title Defect has been cured and Buyer has received written notice from Seller thereof, pay to Seller the amount by which the Purchase Price was adjusted on account of such Title Defect. (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller, and Seller shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed Forty Thousand Dollars ($40,000) (the “Title Threshold”) and (ii) any Title Defect with respect to any Included which the Title Defect Property for which there is a timely delivered Amount exceeds the Title Dispute ElectionThreshold, unless and until the Closing Cash Payment shall be reduced aggregate of (A) all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts related to Properties that are retained by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter Seller pursuant to Section 6.76.4(b)(B), the Disputed Amount shall be delivered attributable to Title Defects that are cured by Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.76.4(c) or with respect to which Seller provides the indemnity contemplated in Section 6.4(b)(C)) and (B) all Environmental Defect Amounts that exceed the Environmental Threshold (excluding any Environmental Defect Amounts related to Properties that are retained by Seller pursuant to Section 6.6(b)(B), attributable to Environmental Defects that are cured by Seller pursuant to Section 6.6(c) or with respect to which Seller provides the indemnity contemplated in Section 6.6(b)(C)), exceeds Four Million Seven Hundred Twenty Thousand Dollars ($4,720,000) (the “Title & Environmental Deductible”), and then only with respect to the amount of such Title Defect Amounts and Environmental Defect Amounts that exceed the Title & Environmental Deductible and that do not exceed the Indemnity Cap. (e) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Buyer, and Buyer shall not be responsible for, (i) any individual Title Benefit for which the Title Benefit Amount does not exceed the Title Threshold and (ii) any Title Benefit with respect to which the Title Benefit Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Benefit Amounts that exceed the Title Threshold, exceeds the Title & Environmental Deductible, and then only with respect to the amount of such Title Benefit Amounts that exceed the Title & Environmental Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller or Buyer discovers any Title Defect or Title Benefit, or if Purchaser discovers any Title Defect, then such Party may (but shall be obligated to have no obligation to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert ; provided that Buyer agrees to regularly update Seller concerning the progress of Buyer’s title due diligence and deliver a claim preliminary notice with respect to a any Title Defect, or a Title Benefit, Defect Buyer reasonably believes it will assert as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition of Title Notice on or soon as reasonably practicable before the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after Closing, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth in the definition of Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With On or before the Closing, with respect to each Company Lease, Company Unit Lease or Company Well DSU for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit Lease or Company WellDSU, a “Title Defect Property”), subject to (i) the continuing right of Seller shall have to dispute the existence of an asserted Title Defect and/or the Title Defect Amount asserted with respect thereto, (ii) the continuing right until the Closing Date of Seller to cure any asserted Title Defect and/or pursuant to notify Purchaser Section 6.4(c), (iii) the rights of those asserted the Parties pursuant to Section 13.1(d), (iv) the Title Defects that Seller disputes Threshold and (eachv) the Title & Environmental Deductible, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a if such Title Defect is not waived in writing by Buyer or cured prior to Closing, then, Seller shall elect (in its sole and absolute discretion) to (A) reduce the Purchase Price by the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the following: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing for such Title Defect Property (and, in each case, all related or associated Company Assetsaccordance with Section 3.2(b)(v), in which case, (A) such Title Defect Property (and related or associated Company Assets), as applicable, shall be excluded from the Closing, ; (B) if excluded, such Title Defect Property (and related exclude all or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value affected portion of such Title Defect Property; or (ii) such Title Defect Property (and all related or associated Company Assetsproperties) (any such Title Defect Property, together with all other such Title Defect Properties, from the “Included Title Defect Properties”) shall be included Properties conveyed by Seller to Buyer at the Closing with pursuant to this Agreement and the Company Assets, subject to all such uncured Title Defects, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing adjusted downward by the Allocated Value (or a pro-rata portion thereof) of such Title Defect Property (or the affected portion thereof) in accordance with Section 3.2(b)(iv); or (C) indemnify and hold Buyer harmless from and against any actual Liabilities Buyer may suffer as a result the Title Defect Amountasserted with respect to such Title Defect Property pursuant to an indemnity agreement in a form mutually agreeable to the Parties; provided, however, that without Buyer’s consent, Seller shall not be entitled to elect to indemnify Buyer under this Section 6.4(b) for any Change-In-Interest. (c) With Seller shall have the right, but not the obligation, to attempt, at its sole cost, to cure any Title Defect of which it has been advised by Buyer at any time prior to one hundred and twenty (120) days after the Closing (such period of time the “Cure Period”). In the event that an adjustment for a Title Defect Amount is made to the Purchase Price and Seller thereafter cures, during the Cure Period, the Title Defect for which such adjustment was made, then Buyer shall promptly, but in any event within ten (10) Business Days after such Title Defect has been cured and Buyer has received written notice from Seller thereof, pay to Seller the amount by which the Purchase Price was adjusted on account of such Title Defect. (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller, and Seller shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed Sixty Thousand Dollars ($60,000) (the “Title Threshold”) and (ii) any Title Defect with respect to any Included which the Title Defect Property for which there is a timely delivered Amount exceeds the Title Dispute ElectionThreshold, unless and until the Closing Cash Payment shall be reduced aggregate of (A) all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts related to Properties that are retained by the Disputed Amount, which shall be paid into the Defect and Indemnity Escrow Account at Closing, the provisions of Section 6.7 shall apply and at the resolution of such Disputed Matter Seller pursuant to Section 6.76.4(b)(B), the Disputed Amount shall be delivered attributable to Title Defects that are cured by Seller or Purchaser pursuant to the decision of the Defect Arbitrator pursuant to Section 6.76.4(c) or with respect to which Seller provides the indemnity contemplated in Section 6.4(b)(C)) and (B) all Environmental Defect Amounts that exceed the Environmental Threshold (excluding any Environmental Defect Amounts related to Properties that are retained by Seller pursuant to Section 6.6(b)(B), attributable to Environmental Defects that are cured by Seller pursuant to Section 6.6(c) or with respect to which Seller provides the indemnity contemplated in Section 6.6(b)(C)), exceeds Seven Million Eighty Thousand Dollars ($7,080,000) (the “Title & Environmental Deductible”), and then only with respect to the amount of such Title Defect Amounts and Environmental Defect Amounts that exceed the Title & Environmental Deductible and that do not exceed the Indemnity Cap. (e) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Buyer, and Buyer shall not be responsible for, (i) any individual Title Benefit for which the Title Benefit Amount does not exceed the Title Threshold and (ii) any Title Benefit with respect to which the Title Benefit Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Benefit Amounts that exceed the Title Threshold, exceeds the Title & Environmental Deductible, and then only with respect to the amount of such Title Benefit Amounts that exceed the Title & Environmental Deductible.

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title DefectDefect or Title Benefit, then such Party may (but shall have no obligation to, other than with respect to any Title Benefit discovered by Buyer, with respect to which Buyer shall be obligated to to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, Except as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition special warranty of Defensible Title Notice on or before contained in the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after ClosingAssignment, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth (and, in the definition case of any Title Benefit discovered by Buyer, delivered to Seller) a Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”) that Seller has not cured (and Buyer has not elected to waive in writing) on or before the first Business Day following the tenth (10th) Business Day after the Defect Deadline (the “Defect Response Date”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes elect (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the followingin its sole and absolute discretion) to: (i) if Purchaser and Seller mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing such Title Defect Property (and, in each case, all related or associated Company Assets), in which case, (A) exclude such Title Defect Property (and all related or associated Company Assets), as applicable, shall be excluded Lease(s) and other Properties) from the ClosingProperties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, (B) if excludedin which case, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Retained Property; or (ii) include such Title Defect Property (and all related or associated Company AssetsLease(s) and other Properties) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included in the Properties conveyed by Seller to Buyer at the Closing with the Company Assets, subject pursuant to all such uncured Title Defectsthis Agreement, in which case, subject to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by aggregate of the Title Defect AmountAmounts asserted by Buyer for the Included Title Defect Properties shall be deducted from the Closing Amount and deposited with the Escrow Agent, pending the curing of such Title Defects or, if applicable, the resolution of the Disputed Title Matters; provided, however, that, without Buyer’s consent, the option provided for in Section 6.4(b)(i) above shall not be available to Seller on any Title Defect Property for which the aggregate Title Defect Amount asserted by Buyer is less than twenty-five percent (25%) of the Allocated Value of such Title Defect Property. (c) With respect to any Included Title Defect Property for which there is and any Title Defect Property excluded (pursuant to Section 6.4(b)(i)) from the Properties conveyed by Seller to Buyer at the Closing (each, a timely delivered “Subject Title Dispute ElectionDefect Property”), until the one hundred twentieth (120th) day after the Closing (such period, the Closing Cash Payment “Cure Period”), Seller may, but shall be reduced by have no obligation to, (i) dispute the Disputed Amount, which shall be paid into existence of the Title Defect and Indemnity Escrow Account at Closing, asserted with respect to such Subject Title Defect Property pursuant to the provisions of Section 6.7 shall apply and at or (ii) cure the resolution Title Defect asserted with respect to such Subject Title Defect Property. If, as of such Disputed Matter the expiration of the Cure Period, Seller has (A) cured (or partially cured), to Buyer’s reasonable satisfaction, any Title Defect affecting any Subject Title Defect Property that was excluded (pursuant to Section 6.76.4(b)(i)) from the Properties conveyed by Seller to Buyer at the Closing, then the Purchase Price shall be increased (as reflected on the Final Settlement Statement) by an amount equal to the Allocated Value of such Title Defect Property (or, if the applicable Title Defect was only partially cured, the Disputed Amount Purchase Price shall be delivered increased by an amount equal to the Allocated Value of such Title Defect Property less an amount equal to the portion of such Title Defect Amount that relates to the un-cured portion of such Title Defect), plus or minus any other Purchase Price adjustments applicable to such Title Defect Property under this Agreement, and Seller shall assign such Title Defect Property to Buyer pursuant to an assignment in substantially the same form as the Assignment, or (B) not cured (or only partially cured), to Buyer’s reasonable satisfaction, any Title Defect affecting any Included Title Defect Property, then, unless such Included Title Defect Property is the subject of a Disputed Matter, the Purchase Price shall be decreased (as reflected on the Final Settlement Statement) by an amount equal to the Title Defect Amount relating to such Included Title Defect Property (or, if the applicable Title Defect was only partially cured, an amount equal to the portion of such Title Defect Amount that relates to the un-cured portion of such Title Defect) (such aggregate increase or decrease to the Purchase Price pursuant to clauses (A) or (B) of this Section 6.4(c), the “TD Purchase Price Adjustment Amount”), and the applicable portions of the escrowed Title Defect Amounts shall be released to Seller or Purchaser Buyer, as appropriate, pursuant to joint instructions from the decision Parties. (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller (other than with respect to the special warranty of Defensible Title provided in the Assignment delivered at Closing) for, and Seller shall not be responsible for, any Title Defect Arbitrator unless and until the aggregate of all Title Defect Amounts (excluding any Title Defect Amounts attributable to Title Defects that are cured by Seller pursuant to Section 6.76.4(c)(ii)), exceeds an amount equal to three percent (3%) of the Purchase Price (the “Title Deductible”), and then only with respect to the amount of such Title Defect Amounts that exceed the Title Deductible; provided, however, the Title Deductible shall not apply to (i) any Purchase Price adjustments for Retained Properties, or (ii) any Title Defect created by the act of any Party Seller(s).

Notice of Title Defects and Title Benefits; Remedies. (a) If either Party Seller discovers any Title Benefit, or if Purchaser Buyer discovers any Title DefectDefect or Title Benefit, then such Party may (but shall have no obligation to, other than with respect to any Title Benefit discovered by Buyer, with respect to which Buyer shall be obligated to to) deliver to the other Party, in each case, on or prior to 5:00 p.m., Central Time, on the thirtieth (30th) day after the Execution Date (the “Title Defect Deadline”), a Title Notice with respect to such Title Benefit or Title Defect, as applicable. To assert a claim with respect to a Title Defect, or a Title Benefit, Except as applicable, and for such claim to be effective, Seller or Purchaser must deliver a Title Notice which substantially satisfies the requirements set forth in the definition special warranty of Title Notice on or before title contained in the Title Defect Deadline. Except for claims with respect to a breach of the representations and warranties set forth in Section 3.11, Section 3.16(b), Section 3.19, Section 3.20, Section 3.21, Section 3.23, Section 3.24, Section 3.33(e) or Section 6.8, from and after ClosingAssignment, Seller and Purchaser Buyer shall be deemed to have waived, and neither Purchaser Buyer nor Seller, respectively, shall have any Damages liability for, any Title Benefit or Title Defect for which Purchaser Buyer or Seller, respectively, has not received a Title Notice that substantially satisfies the requirements set forth (and, in the definition case of any Title Benefit discovered by Buyer, delivered to Seller) a Title Notice on or before the Title Defect Deadline; provided, however, that the foregoing shall not release Purchaser from any breach of its obligation to deliver a Title Notice in connection with its discovery of a Title Defect or Title Benefit prior to the Title Defect Deadline. (b) With respect to each Company Lease, Company Unit or Company Well Listed Interest for which Purchaser Buyer has asserted a Title Defect pursuant to a properly and timely delivered Title Notice in substantial compliance with the definition of Title Notice (each such Company Lease, Company Unit or Company WellListed Interest, a “Title Defect Property”) that Seller has not cured (and Buyer has not elected to waive in writing) on or before the earlier of (i) the second Business Day immediately prior to Closing or (ii) the first Business Day following the tenth (10th) day after the Defect Deadline (the “Defect Response Date”), Seller shall have the right until the Closing Date to cure any asserted Title Defect and/or to notify Purchaser of those asserted Title Defects that Seller disputes elect (each, a “Title Dispute Election”). Subject to Seller’s continuing right to dispute the existence of a Title Defect or the Title Defect Amount with respect thereto, with respect to each uncured Title Defect Property timely reported under Section 6.4(a), Seller shall have the right to elect any of the followingin its sole and absolute discretion) to: (i) if Purchaser and Seller reduce the Purchase Price by a mutually agree, Seller shall cause to be conveyed by the Company to Seller or its designee immediately prior to the Closing agreed amount in respect of such Title Defect Property Property; (and, in each case, all related or associated Company Assets), in which case, (Aii) exclude such Title Defect Property (and all related or associated Company Assets), as applicable, shall be excluded Lease(s) and other Properties) from the ClosingProperties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, (B) if excludedin which case, such Title Defect Property (and related or associated Company Assets) shall become “Excluded Assets” for all purposes hereunder, and (C) the Cash Purchase Price shall be reduced by the Allocated Value of such Title Defect Retained Property; or (iiiii) include such Title Defect Property (and all related or associated Company AssetsLease(s) and other Properties) (any such Title Defect Property, together with all other such Title Defect Properties, the “Included Title Defect Properties”) shall be included in the Properties conveyed by Seller to Buyer at the Closing with the Company Assets, subject pursuant to all such uncured Title Defectsthis Agreement, in which case, subject no adjustment to Section 6.4(c), the Cash Purchase Price shall be reduced at Closing by the made with respect to such Included Title Defect AmountProperty. (c) With respect to any Included Title Defect Property for which there is (each, a timely delivered “Subject Title Dispute ElectionDefect Property”), until the ninetieth (90th) day after the Closing (such period, the Closing Cash Payment “Cure Period”), Seller may, but shall be reduced by have no obligation to, (i) dispute the Disputed Amount, which shall be paid into existence of the Title Defect and Indemnity Escrow Account at Closing, asserted with respect to such Subject Title Defect Property pursuant to the provisions of Section 6.7 5.7 or (ii) cure the Title Defect asserted with respect to such Subject Title Defect Property. If, as of the expiration of the Cure Period, Seller has not cured (or only partially cured) any Title Defect affecting any Included Title Defect Property, then, unless such Included Title Defect Property is the subject of a Disputed Matter, the Purchase Price shall apply and at be decreased (as reflected on the resolution Final Settlement Statement) by an amount equal to the Title Defect Amount relating to such Included Title Defect Property (or, if the applicable Title Defect was only partially cured, an amount equal to the portion of such Disputed Matter Title Defect Amount that relates to the un-cured portion of such Title Defect) (such decrease to the Purchase Price pursuant to this Section 5.4(c), the “TD Purchase Price Adjustment Amount”). (d) Notwithstanding anything to the contrary set forth herein, in no event shall there be any remedies provided by Seller (other than with respect to the special warranty of title provided in the Assignment delivered at Closing), and Seller shall not be responsible for, (i) any individual Title Defect for which the Title Defect Amount does not exceed one hundred thousand dollars ($100,000) (the “Title Threshold”) and (ii) any Title Defect with respect to which the Title Defect Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Defect Amounts that exceed the Title Threshold (excluding any Title Defect Amounts attributable to Title Defects that are cured by Seller pursuant to Section 6.75.4(c)(ii)), exceeds an amount equal to two percent (2%) of the Disputed Amount shall be delivered to Seller or Purchaser pursuant Purchase Price (the “Title Deductible”), and then only with respect to the decision amount of such Title Defect Amounts that exceed the Defect Arbitrator pursuant Title Deductible. (e) Notwithstanding anything to Section 6.7the contrary set forth herein, in no event shall there be any remedies provided by Buyer, and Buyer shall not be responsible for, (i) any individual Title Benefit for which the Title Benefit Amount does not exceed the Title Threshold and (ii) any Title Benefit with respect to which the Title Benefit Amount exceeds the Title Threshold, unless and until the aggregate of all such Title Benefit Amounts that exceed the Title Threshold, exceeds the Title Deductible, and then only with respect to the amount of such Title Benefit Amounts that exceed the Title Deductible.