Common use of Notice of Title Defects Clause in Contracts

Notice of Title Defects. As a condition to Purchaser asserting any claim with respect to any alleged Title Defect, Purchaser must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A).

Notice of Title Defects. As a condition to Purchaser asserting If Xxxxx discovers any claim with respect to any alleged Title Defect, Purchaser must deliver a valid Notice Xxxxx shall promptly notify Seller thereof on or Notices prior to the expiration of the Title Examination Period. To be effective, such notice (each a “Title Defect Notice”) with respect shall be in writing and shall include (a) a description of each alleged Title Defect, (b) the Asset or portion thereof affected thereby (each “Title Defect Property”), (c) the value of such Title Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Title Defect, and (e) the amount which Buyer reasonably believes to be the Title Defect Amount resulting from such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (and the “Defect Deadline”)computations and information upon which Xxxxx’s belief is based. To give Seller an opportunity to commence reviewing and curing any Title Defects, Purchaser Xxxxx agrees to use commercially reasonable efforts to give Seller, on or before each Monday following the end execution of each calendar week this Agreement but prior to the Defect Deadline (whether before or after Closing)expiration of the Title Examination Period, written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title Special Warranty set forth in the ConveyancesSection 4.02) discovered by Purchaser Xxxxx during the preceding calendar previous week, which notice may be preliminary in nature and supplemented prior to expiration of the Defect DeadlineTitle Examination Period. In order Subject to be Buyer’s rights with respect to any breach by Seller of Section 7.03, and without Buyer’s rights under Seller’s Special Warranty, any matters that may otherwise constitute Title Defects but that are not specifically disclosed to Seller pursuant to a valid Title Defect Notice as delivered to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of Seller prior to the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate expiration of the Title Defect Amount attributable Examination Period shall be deemed to such Title Defect have been waived by Xxxxx, on behalf of itself and the computations its successors and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Noticeassigns, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)for all purposes.

Notice of Title Defects. As Buyer shall give Seller written notice of all Title Defects discovered by Buyer by delivering to Seller a condition to Purchaser asserting any claim with respect to any alleged written “Notice of Title Defects” setting forth such Title Defects. The Notice of Title Defects shall (a) describe the Title Defect, Purchaser must deliver (b) describe the basis of the Title Defect, (c) include documentation supporting the basis of the Title Defect, (d) describe in general terms the curative action that Buyer reasonably anticipates would need to be taken in order to cure such Title Defect, (e) describe Buyer’s good faith estimate of (i) the reduction in (i) the Allocated Property’s Allocated Value, or (ii) the Wapiti Non-Producing Interest’s WNPI Allocated Value caused by the Title Defect, taking into consideration the nature of the Title Defect and the likelihood that such Title Defect may actually result in a valid Notice claim against or Notices loss of title (each a “Title Defect NoticeValue”) with respect to such alleged (provided that the Title Defect Value, together with the aggregate Title Defect Values attributable to Seller on any other Title Defects affecting such Allocated Property or before 5:00 p.m. Central Standard Time on August 15Wapiti Non-Producing Interest, 2018 shall not exceed the lesser of the Allocated Property’s Allocated Value or the Wapiti Non-Producing Interest’s WNPI Allocated Value, or the cost to cure the Title Defect(s), if the cost to cure is reasonably determinable), (the “Defect Deadline”)f) include a description of each Interest Addition discovered by Buyer in accordance with Section 4.5(d) and (g) include associated calculations and documentation. To give Seller an opportunity to commence reviewing and curing alleged Title Defects, Purchaser agrees Buyer shall regularly and promptly deliver Notice(s) of Title Defects to use commercially reasonable efforts Seller up to give Seller, and through the Defect Notice Deadline; provided that failure to provide a preliminary notice of a Title Defect shall not prejudice Buyer’s right to assert such Title Defect in a final Notice of Title Defects. The final Notice of Title Defects shall be delivered on or before March 15, 2012 (the end of each calendar week “Defect Notice Deadline”). Buyer will be deemed to have conclusively waived (A) any Title Defect about which it fails to notify Seller in writing prior to the Defect Notice Deadline and (whether before or after Closing), written notice of all alleged Title Defects (as well as B) any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid individual Title Defect Notice as with respect to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of which the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect Value is less than $25,000.00 (the “Title Defect PropertyThreshold”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A).

Notice of Title Defects. As a condition to Purchaser asserting If Buyer discovers any claim with respect to any alleged Title Defect, Purchaser must deliver a valid Notice Buyer shall promptly notify Seller thereof on or Notices prior to the expiration of the Title Examination Period. To be effective, such notice (each a “Title Defect Notice”) with respect shall be in writing and shall include (a) a description of each alleged Title Defect, (b) the Asset or portion thereof affected thereby (each “Title Defect Property”), (c) the value of such Title Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Title Defect, and (e) the amount which Buyer reasonably believes to be the Title Defect Amount resulting from such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (and the “Defect Deadline”)computations and information upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing any Title Defects, Purchaser Buyer agrees to use commercially reasonable efforts to give Seller, on or before each Monday following the end execution of each calendar week this Agreement but prior to the Defect Deadline (whether before or after Closing)expiration of the Title Examination Period, written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title Special Warranty set forth in the ConveyancesSection 4.02) discovered by Purchaser Buyer during the preceding calendar previous week, which notice may be preliminary in nature and supplemented prior to expiration of the Defect DeadlineTitle Examination Period. In order Subject to be Buyer’s rights with respect to any breach by Seller of Section 7.03, and without Buyer's rights under Seller's Special Warranty, any matters that may otherwise constitute Title Defects but that are not specifically disclosed to Seller pursuant to a valid Title Defect Notice as delivered to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of Seller prior to the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate expiration of the Title Defect Amount attributable Examination Period shall be deemed to such Title Defect have been waived by Buyer, on behalf of itself and the computations its successors and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Noticeassigns, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)for all purposes.

Notice of Title Defects. As Section 3.4(a) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: (a) To assert a condition to Purchaser asserting any claim with respect to any alleged Title Defectarising out of a breach of Section 3.1, Purchaser must deliver a valid Notice or Notices (each written claim notice to Seller promptly after becoming aware of a “Title Defect Notice”) with respect to such alleged Title Defect to Seller but in any event on or before 5:00 2:00 p.m. Central Standard Time central time on August 15September 26, 2018 2005 (the “Defect DeadlineTitle Claim Date”), except as otherwise provided under Section 3.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such Such notice shall be in writing and must include: shall include (i) a specific description of the alleged Title Defect; Defects, (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); Xxxxx or Units affected, (iii) the Allocated Value Values (as described below) of each the Xxxxx or Units subject to the alleged Title Defect Property; and Defects, (iv) Purchaser’s good faith reasonable estimate supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect Amount attributable to such Defects and (v) the amount by which Purchaser reasonably believes the Allocated Values of those Xxxxx or Units are reduced by the alleged Title Defect Defects and the computations and information upon which Purchaser’s estimate belief is based. As soon The alleged Title Defects delivered to Seller on or before the Title Claim Date are attached hereto as practical after the delivery of a Title Defect Notice, Schedule 3.4. Purchaser shall provide be deemed to have waived all breaches of Section 3.1 for which Seller has not been given proper written notice as described above on or before the Title Claim Date. The term “Allocated Value” for any assets of the Companies equals the portion of the Purchase Price allocated to such documentationasset as described on Exhibit B. Seller, to the extent in it desires to assert a Title Benefit, must deliver to Purchaser’s , on or Purchaser’s Representatives possession or controlbefore the Title Claim Date, a similar written notice as is reasonably necessary to support Purchaser’s assertion and claim of such each Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)Benefit asserted.”

Notice of Title Defects. As Buyer shall deliver to Seller a condition to Purchaser asserting any claim with respect to any alleged written “Title DefectDefect Notice” as soon as reasonably possible but no later than 5:00 p.m., Purchaser Mountain Time, on the Defect Notice Date. The Title Defect Notice must deliver a valid Notice satisfy the following conditions precedent: such notice must (1) be in writing and asserted in good faith; (2) name the affected Lease or Notices Well (each such affected Lease or Well is a “Title Defect NoticeProperty”); (3) with respect to such alleged describe each Title Defect and the basis for it; (4) describe the necessary curative for each Title Defect; (5) attach copies of the Supporting Documentation; (6) state the Allocated Value of the Title Defect Property; (7) state Buyer’s good faith estimate of the Title Defect Value; and (8) set forth the computations upon which Buyer’s estimate is based; provided, however, that the sufficiency or volume of documents delivered pursuant to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (this Section 4.2(c) shall not serve as any basis to dispute the “validity of the Title Defect Deadline”)Notice. To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser Buyer agrees to use commercially reasonable efforts to give Seller, on or before once at the end of each calendar every two week period prior to the Defect Deadline (whether before or after Closing)Notice Date, written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser Buyer during the preceding calendar weektwo week period, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title expiration of the Defect Notice as Date; provided that failure to each alleged Title Defect, each such provide preliminary notice shall be in writing and must include: (i) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Noticeshall not prejudice Buyer’s right to assert any Title Defect hereunder on or before the Defect Notice Date. “Supporting Documentation” for a particular Title Defect means, Purchaser shall provide such documentation(i) if the basis is derived from any document, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim a copy of such document (or pertinent part thereof) or (ii) if the basis is derived from any gap in Seller’s chain of title, the recorded documents preceding and following the gap, or (iii) if the basis is not as described in subsections (i) and (ii), then reasonable, written documentation. Buyer irrevocably waives all Claims for Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2Defects not submitted by 5:00 p.m., SECTION 5.4Mountain Time, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)on the Defect Notice Date.

Notice of Title Defects. As In connection with Acquiror's due ----------------------- diligence review conducted prior to Closing, Acquiror may give Cody Company notice (a condition to Purchaser asserting "Defect Notice") of any claim with respect to any alleged Title Defect, Purchaser . Such Defect Notice shall comply ------------- with the following: (a) Such Defect Notice must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller be received by Cody Company on or before 5:00 p.m. Central Standard Time P.M. (Denver time) on August 15July 24, 2018 2001, or if the Closing is postponed by Acquiror pursuant to Section 1.02, not later than 5:00 P.M. (Denver time) on the “Defect date seven days before the Postponement Date (as applicable, the "Notice Deadline”"). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline --------------- (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyancesb) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Such Defect Notice as to each alleged Title Defect, each such notice shall be in writing and must include: shall include the following: (i) a description of each Asset that is affected by the alleged Title Defect; Defect (a "Defective Interest"); (ii) the basis for treating such Asset as a description Defective ------------------ Interest and copies of supporting documents reasonably necessary for Cody Company to verify the Oil and Gas Property subject to existence of such alleged asserted Title Defect (the “Title Defect Property”); Defect; (iii) the Allocated Value (as defined below) of each the affected Asset; and (iv) Acquiror's good faith estimate of the amount by which the Allocated Value of a Defective Interest has been reduced by the Title Defect Property(the "Defect Value") (calculated ------------ pursuant to Section 7.01(c)). (c) In determining which portion of an Asset is a Defective Interest, the Defect Value may not exceed the Allocated Value of the Asset and shall be determined by the parties in good faith taking into account all relevant factors, including without limitation, the following: (i) The Allocated Value of the affected property; (ii) As to the Well, Lease and Unit interests, the potential for or actual reduction in the NRI of the Defective Interest, or the potential for or actual increase in the WI to the extent such increase is not accompanied by a corresponding increase in NRI; (iii) The legal effect of the Title Defect and whether applicable limitations periods regarding such Title Defect have run; and (iv) Purchaser’s good faith reasonable estimate of If the Title Defect Amount attributable to is a lien or encumbrance on the property, the cost of removing such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s lien or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)encumbrance.

Notice of Title Defects. As a condition to Purchaser asserting any claim (a) No later than the Due Diligence Deadline, Buyer shall provide Seller with respect to any alleged Title Defectone or more notices (each, Purchaser must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged specifying the Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect DeadlineBuyer has identified. In order to be a valid Each Title Defect Notice as to each alleged Title Defectshall include the following information, each such notice which shall be in writing and must include: a condition precedent to the effectiveness of the Title Defect Notice: (i) a description of the alleged Title Defect; ; (ii) a description of the Oil and Gas Property subject to such alleged reasonable basis for the Title Defect Defect, including reasonable documentation supporting the basis for the Title Defect, if available; (the “Title Defect Property”); (iiiii) the Allocated Value of the affected Asset; and (iv) the Defect Value (as that term is defined below). If Buyer does not deliver a timely Title Defect Notice for a particular Asset, title to the Asset shall be deemed to be Defensible Title. Buyer shall provide a Title Defect Notice for each Title Defect Property; and (iv) PurchaserBuyer intends to claim as soon as reasonably practicable following Buyer’s good faith reasonable estimate identification of the Title Defect Amount attributable to such Title Defect Defect, but in no event less often than weekly between the date of this Agreement and the computations and information upon which Purchaser’s estimate is based. As soon as practical after Due Diligence Deadline. (b) Except to the delivery of extent a Title Defect Noticeresults from a breach of the Seller’s representations and warranties set forth in Section 3, Purchaser Buyer will be deemed to have waived, and Seller shall provide such documentationbe released from any liability to Buyer for, any Title Defects not identified by Buyer in a Title Defect Notice provided to Seller on or before the extent Due Diligence Deadline; and (ii) no Seller shall be under any obligation to Buyer to correct, or to indemnify Buyer with respect to, any Title Defects not identified by Buyer on or before the Due Diligence Deadline. Nothing herein shall be deemed a waiver of any rights Buyer may have pursuant to Seller’s special warranty of title contained in Purchaser’s any Assignment or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)any Deed.

Notice of Title Defects. As Section 3.4(a) of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following: (a) To assert a condition to Purchaser asserting any claim with respect to any alleged Title Defectarising out of a breach of Section 3.1, Purchaser must deliver a valid Notice or Notices (each written claim notice to Seller promptly after becoming aware of a “Title Defect Notice”) with respect to such alleged Title Defect to Seller but in any event on or before 5:00 2:00 p.m. Central Standard Time central time on August 15September 26, 2018 2005 (the “Defect DeadlineTitle Claim Date”), except as otherwise provided under Section 3.5. To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such Such notice shall be in writing and must include: shall include (i) a specific description of the alleged Title Defect; Defects, (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); Xxxxx or Units affected, (iii) the Allocated Value Values (as described below) of each the Xxxxx or Units subject to the alleged Title Defect Property; and Defects, (iv) Purchaser’s good faith reasonable estimate supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller) to verify the existence of the alleged Title Defect Amount attributable to such Defects and (v) the amount by which Purchaser reasonably believes the Allocated Values of those Xxxxx or Units are reduced by the alleged Title Defect Defects and the computations and information upon which Purchaser’s estimate belief is based. As soon The alleged Title Defects delivered to Seller on or before the Title Claim Date are attached hereto as practical after the delivery of a Title Defect Notice, Schedule 3.4. Purchaser shall provide be deemed to have waived all breaches of Section 3.1 for which Seller has not been given proper written notice as described above on or before the Title Claim Date. The term “Allocated Value“ for any Company asset equals the portion of the Purchase Price allocated to such documentationasset as described on Exhibit B. Seller, to the extent in it desires to assert a Title Benefit, must deliver to Purchaser’s , on or Purchaser’s Representatives possession or controlbefore the Title Claim Date, a similar written notice as is reasonably necessary to support Purchaser’s assertion and claim of such each Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)Benefit asserted.”

Notice of Title Defects. As a condition If Buyer elects to Purchaser asserting seek an adjustment to the Purchase Price for any claim with respect to any alleged Title Defect, Purchaser Buyer must deliver a valid Notice or Notices (each a “notify Majority Shareholder of any Title Defect Notice”) with respect to such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (Defects at any time from the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, date of this Agreement until on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written Notice Date. Each notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such notice shall must be in writing and must include: (i) a description of describe the alleged Title Defect; (ii) a description of , specify the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate affected and set forth Buyer's assessment of the Title Defect Amount attributable Amount. Buyer shall use its Best Efforts to notify Majority Shareholder of any defect or other irregularity in title as soon as practicable following discovery of any such defect. Buyer shall not be entitled to any adjustment to the Purchase Price with respect to any Title Defect that has not been noticed in writing to the Majority Shareholder on or prior to the Notice Date. Notwithstanding the foregoing, (i) Buyer may deliver to Majority Shareholder no later than 30 days after the first anniversary of the Closing Date (the "Schedule 1.3 Notice Date") a list of all liens set forth on Schedule 1.3 that have not been discharged and released of record on or before the first anniversary of the Closing Date and such list shall constitute a timely notice of Title Defect under this Paragraph 2; provided, however, that Buyer shall have the right to deliver such list of non-discharged liens on or after the Schedule 1.3 Notice Date, but in such case the Settlement Date with respect to such liens shall be extended one day for each day after the Schedule 1.3 Notice Date that such list is delivered to Majority Shareholder; and (ii) with respect to any Title Defect and timely noticed to Majority Shareholder pursuant to clause (i) of this sentence, Majority Shareholder shall, or shall cause STEN to make any payments due pursuant to Paragraph 4 hereof irrespective of whether the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a aggregate Title Defect Notice, Purchaser Amounts shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)have exceeded $2.5 million.

Notice of Title Defects. As a condition to Purchaser asserting any claim with respect to any alleged Title Defect, Purchaser must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15January 23, 2018 (the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect Property”); (iii) the Allocated Value of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A).

Notice of Title Defects. As a condition to Purchaser asserting any claim with respect to any alleged Buyer shall provide Seller notice of all purported Title Defect, Purchaser must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller on or before Defects no later than 5:00 p.m. Central Standard Mountain Time on August 15the Notification Date; provided, 2018 however, that (the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser 1) Buyer agrees to that it will use commercially reasonable efforts to give furnish Seller, on or before as soon as practicable until the end of each calendar week prior to the Defect Deadline (whether before or after Closing)Notification Date, written notice of all alleged any Title Defects (as well as any claims Defect that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser Buyer discovers or learns about during the preceding calendar that week, which notice may be preliminary in nature and supplemented prior to the Defect DeadlineNotification Date, and (2) the failure of Buyer to give Seller such preliminary notice will not waive any Title Defects. In order To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to be a valid the Notification Date, (c) describe the Title Defect Notice as to each in reasonable detail (including any alleged variance in the Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, each (e) include the Title Defect Value and supporting calculations prepared by Buyer in good faith, (f) provide Buyer’s suggested means to address the Title Defect, including any suggested curative work, and (g) comply with the limitations and Title Defect Value qualifications set forth in Section 4.13. ANY MATTERS THAT MAY CONSTITUTE TITLE DEFECTS (EXCEPT THOSE COVERED BY THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE ASSIGNMENT, BY THE WARRANTY IN THE WARRANTY DEEDS TRANSFERRING THE FEE SURFACE INTERESTS OR BY THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.29), BUT OF WHICH SELLER HAS NOT BEEN SPECIFICALLY NOTIFIED BY BUYER IN ACCORDANCE WITH THE FOREGOING, SHALL BE DEEMED TO HAVE BEEN WAIVED BY BUYER FOR ALL PURPOSES AND SHALL CONSTITUTE PERMITTED ENCUMBRANCES AND ASSUMED OBLIGATIONS. Upon the receipt of such notice from Buyer, the Parties shall meet and determine upon which of the Title Defects, Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such notice from Buyer, Seller shall have the option, but not the obligation, for a period ending thirty (30) days after the Closing to cure such Title Defect. If Seller should not elect to cure a Title Defect, and no aspect of such Title Defect is reasonably in dispute, the Purchase Price shall be in writing and must include:adjusted for such Title Defect by the amount of the Title Defect Value. (ia) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property subject The value attributable to such alleged each Title Defect (the “Title Defect PropertyValue”)) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien from the affected Asset; (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or undeveloped location is less than that stated in Exhibit C, then the Title Defect Value shall be the absolute value of the number determined by the following formula: Title Defect Value = A x (1 - [B/C]) A = Allocated Value for the affected Asset B = Correct Net Revenue Interest for the affected Asset C = Net Revenue Interest for the affected Asset as set forth on Exhibit C. (iii) If the Title Defect represents an obligation, encumbrance, burden, or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of each the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect Propertyover the life of the affected Asset, and the Title Defect Values placed upon the Title Defect by Buyer and Seller; (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire post-Effective Time productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value; (v) The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder; (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Asset affected thereby; (vii) If the Title Defect Value of an Asset is equal to the Allocated Value of such Asset, the affected Asset shall remain in the purchase and sale contemplated by this Agreement, but the Purchase Price shall be adjusted accordingly; and (ivviii) Purchaser’s good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon Such other factors as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is are reasonably necessary to support Purchaser’s assertion and claim make a proper evaluation. (b) The term Title Defect shall not include those matters deemed not to impair marketability in accordance with the applicable title standards for the State of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)Utah.

Notice of Title Defects. As a condition to Purchaser Purchasers asserting any claim with respect to any alleged Title Defect, Purchaser Purchasers must deliver a valid Notice or Notices (each a “Title Defect Notice”) with respect to such alleged Title Defect to Seller Sellers on or before 5:00 p.m. Central Standard Time on August 15, 2018 the date that is thirty (30) days after the Execution Date (the “Defect Deadline”). To give Seller an opportunity to commence reviewing and curing Title Defects, Purchaser agrees to use commercially reasonable efforts to give Seller, on or before the end of each calendar week prior to the Defect Deadline (whether before or after Closing), written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid Title Defect Notice as to each alleged Title Defect, each such notice shall be in writing and must includeincluding: (i) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property Mineral Interest or Well subject to such alleged Title Defect (the “Title Defect Property”)Defect; (iii) the Allocated Value of each Mineral Interest subject to the alleged Title Defect Property; andDefect; (iv) Purchaser’s Purchasers’ good faith reasonable estimate of the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s Purchasers’ estimate is based. As soon as practical after the delivery of a ; and (v) such reasonable documentation for Sellers to verify such Title Defect Notice, Purchaser which shall provide such documentationinclude, to the extent in Purchaser’s or Purchaser’s Representatives the possession or controlcontrol of Purchasers, as (1) a copy of the relevant document to the extent the alleged Title Defect is a document, (2) the deed preceding and following a gap in the chain of title or a title opinion describing the gap in reasonable detail, to the extent the basis of the alleged Title Defect is a gap in a member of the Subject Company Group’s chain of title, (3) a copy of the document creating or evidencing the Lien or encumbrances, to the extent the basis of the alleged Title Defect is a Lien or encumbrance and (4) any other document reasonably necessary for the Sellers or the Title Arbitration Panel to support Purchaser’s assertion verify and confirm the existence of the Defect Amount. The failure to include any of the items above shall not invalidate any Title Defect claim of such if the Title Defect Notice materially complies with these provisions and reasonably identifies the Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER EXCEPT WITH RESPECT TO BREACHES ANY CLAIMS PURSUANT TO THE PROVISIONS OF THIS ARTICLE 3, THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN SECTION 3.6, ANY LIEN THAT SECURES SUBJECT COMPANY INDEBTEDNESS, THE CONVEYANCES AND PURCHASER’S RIGHTS CERTIFICATE TO INDEMNITY BE DELIVERED AT THE CLOSING PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.210.2(e), SECTION 5.4, 5.8(c) AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.55.9, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER PURCHASERS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS SELLERS HAVE NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)NOTICE.

Notice of Title Defects. As a condition Buyer shall provide Seller with notice of all purported Title Defects no later than 5:00 p.m. Mountain Time on the Notification Date. To be effective, such notice must (a) be in writing, (b) be received by Seller on or prior to Purchaser asserting the Notification Date, (c) describe the Title Defect in reasonable detail (including any claim alleged variance in the Net Mineral Acres, Net Revenue Interest or Working Interest), (d) identify the specific Asset or Assets affected by such Title Defect, (e) include the Title Defect Value and supporting calculations prepared by Buyer in good faith, (f) provide Buyer’s suggested means to address the Title Defect, including any suggested curative work, if any, and (g) comply with the limitations and Title Defect Value qualifications set forth in Section 4.13. Notwithstanding the foregoing and without prejudicing any of Buyer’s rights hereunder, with respect to any alleged purported Title DefectDefects that come to Buyer’s attention, Purchaser must deliver a valid Notice or Notices (each a “Buyer will promptly provide Seller with appropriate information with respect thereto in order to facilitate Seller’s ability to address such purported Title Defect Notice”prior to Closing. Further, Buyer agrees that it will use reasonable efforts to furnish Seller with a list of any purported Title Defects it has discovered at least once per week commencing on the seventh (7th) with respect to such alleged day following the execution of this Agreement until the Notification Date. Any Title Defect brought to Seller Seller’s attention by Buyer prior to the Notification Date that is cured to Buyer’s reasonable satisfaction prior to the Notification Date shall not continue to constitute a Title Defect and shall not be included on or before 5:00 p.m. Central Standard Time on August 15Buyer’s notice of Title Defects. SUBJECT TO THE SPECIAL WARRANTY OF TITLE DESCRIBED IN SECTION 4.05 BELOW, 2018 (ANY MATTERS THAT MAY CONSTITUTE TITLE DEFECTS, BUT OF WHICH SELLER HAS NOT BEEN SPECIFICALLY NOTIFIED BY BUYER IN ACCORDANCE WITH THIS SECTION 4.03, SHALL BE DEEMED TO HAVE BEEN WAIVED BY BUYER. On December 21, 2017, the “Defect Deadline”). To give Seller an opportunity to commence reviewing Parties shall meet and curing determine upon which, if any, of the Title Defects, Purchaser agrees Title Defect Values, and methods of cure the Parties have reached agreement. Upon the receipt of such title defect notice from Buyer, Seller shall have the option, but not the obligation, for a period ending on January 16, 2018, to use commercially reasonable efforts cure each outstanding Title Defect at Seller’s sole cost and expense. If Seller elects not to give cure a Title Defect at Seller, on or before the end of each calendar week ’s cost and expense prior to the Defect Deadline (whether before or after Closing), written notice and no aspect of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title set forth in the Conveyances) discovered by Purchaser during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Deadline. In order to be a valid such Title Defect Notice as is reasonably in dispute, the Purchase Price shall be adjusted for such Title Defect by the amount of the Title Defect Value in accordance with this Agreement, and, subject to Section 4.04, the Asset affected by such Title Defect shall be conveyed to Buyer at Closing. (a) The value attributable to each alleged Title Defect, each such notice shall be in writing and must include: (i) a description of the alleged Title Defect; (ii) a description of the Oil and Gas Property subject to such alleged Title Defect (the “Title Defect PropertyValue”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien from the affected Asset; (ii) If the Title Defect asserted is that the actual Net Revenue Interest or Net Mineral Acres, as the case may be, attributable to any Asset is less than that stated on Exhibit C, then the Title Defect Value shall be the absolute value of the number determined by the following formula: Title Defect Value = A x (1 - [B/C]) A = Allocated Value for the affected Asset B = Correct Net Revenue Interest or Net Mineral Acres, as the case may be, for the affected Asset C = Net Revenue Interest or Net Mineral Acres, as the case may be, for the affected Asset as set forth on Exhibit C; provided, however, that notwithstanding anything to the contrary in this clause (ii);, if the Working Interest attributable to any such Asset as set forth on Exhibit C is not reduced in the same proportion as the Net Revenue Interest set forth on Exhibit C is reduced, then clause (iii) shall apply and this clause (ii) shall not apply. (iii) If the Title Defect represents an obligation, encumbrance, burden, or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated or if the Title Defect is not of the type described in clause (i) or clause (ii), the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of each the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect Propertyover the life of the affected Asset, the Title Defect Values placed upon the Title Defect by Buyer and Seller and such other factors as are reasonably necessary to make a proper determination; (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire post-Effective Time productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value; (v) The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder; (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the Asset set forth on Exhibit C; (vii) If the Title Defect Value of an Asset is equal to the Allocated Value of such Asset, the affected Asset shall remain in the purchase and sale contemplated by this Agreement, but the Purchase Price shall be adjusted accordingly; and (ivviii) Purchaser’s good faith reasonable estimate of Such other factors as mutually-agreed upon by the Title Defect Amount attributable to such Title Defect and the computations and information upon which Purchaser’s estimate is based. As soon Parties in writing as practical after the delivery of a Title Defect Notice, Purchaser shall provide such documentation, to the extent in Purchaser’s or Purchaser’s Representatives possession or control, as is are reasonably necessary to support Purchaser’s assertion and claim of such determine the value attributable to each Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A).

Notice of Title Defects. As a condition to Purchaser asserting If Buyer discovers any claim with respect to any alleged Title Defect, Purchaser must deliver a valid Notice or Notices Buyer shall promptly notify Seller thereof prior to the expiration of the Title Examination Period. To be effective, such notice (each a “Title Defect Notice”) with respect shall be in writing and shall include (a) a description of each alleged Title Defect, (b) the Asset or portion thereof affected thereby (each “Title Defect Property”), (c) the value of such Title Defect Property (which shall be the Allocated Value thereof), (d) documentation sufficient to reasonably support such asserted Title Defect, and (e) the amount which Buyer reasonably believes to be the Title Defect Amount resulting from such alleged Title Defect to Seller on or before 5:00 p.m. Central Standard Time on August 15, 2018 (and the “Defect Deadline”)computations and information upon which Buyer’s belief is based. To give Seller an opportunity to commence reviewing and curing any Title Defects, Purchaser Buyer agrees to use commercially reasonable efforts to give Seller, on or before each Monday following the end execution of each calendar week this Agreement but prior to the Defect Deadline (whether before or after Closing)expiration of the Title Examination Period, written notice of all alleged Title Defects (as well as any claims that would be claims under the special warranty of Defensible Title Special Warranty set forth in the ConveyancesAssignments) discovered by Purchaser Buyer during the preceding calendar previous week, which notice may be preliminary in nature and supplemented from time to time prior to expiration of the Title Examination Period; provided, however, that Buyer’s failure to notify Seller as set forth above shall not constitute a waiver of any such alleged Title Defect to the extent that notice is received prior to the Defect Deadlineexpiration of the Title Examination Period. In order Subject to be Buyer’s rights with respect to any breach by Seller of Section 7.03, any matters that may otherwise constitute Title Defects but that are not specifically disclosed to Seller pursuant to a valid Title Defect Notice as delivered to each alleged Seller prior to the expiration of the Title DefectExamination Period shall be deemed to have been waived by Buyer, each on behalf of itself and its successors and assigns, for all purposes. Seller shall have the right, but not the obligation, to attempt to cure any asserted Title Defects of which it has been advised by Buyer at any time prior to sixty days after the Closing Date (the “Cure Period”). During the period of time from Closing to the expiration of the Cure Period, Buyer agrees to afford Seller and its officers, employees and other authorized representatives reasonable access, during normal business hours, to the Assets and all Files in Buyer’s or any of its Affiliates’ possession in order to facilitate Seller’s attempt to cure any such Title Defects. No reduction shall be made to the Purchase Price with respect to any Title Defect properly asserted in good faith prior to the expiration of the Title Examination Period (“Asserted Title Defects”) for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller intends to attempt to cure the Title Defect during the Cure Period or for which Seller has provided notice to Buyer prior to or on the Closing Date that Seller disputes the existence, in whole or in part, which notice shall be in writing and must include: (i) include a description of the matters in dispute. An election by Seller to attempt to cure a Title Defect shall be without prejudice to its rights under Section 4.11 and shall not constitute an admission against interest or a waiver of Seller’s right to dispute the existence, nature or value of, or cost to cure, the alleged Title Defect; . Subject to Section 4.09, the Title Defect Amounts resulting from the Title Defects asserted by Buyer and not cured by Seller prior to Closing shall be retained by the Escrow Agent at Closing from the Deposit, unless the Parties agree otherwise; provided, however, to the extent such Title Defect Amounts (together with any other amounts held by the Escrow Agent pursuant to Section 5.03) exceed the Deposit, at the Closing, Buyer shall deposit with the Escrow Agent a portion of the Purchase Price equal to such excess (without duplication); provided further, however (i) if, Seller elects to cure an Asserted Title Defect, the Title Defect Amount resulting from such Asserted Title Defect shall be released to Seller upon cure if such Asserted Title Defect is cured by the expiration of the Cure Period, and if not cured by then, such Title Defect Amount shall be released to Buyer at such time, or if the Parties have not agreed on (x) the proper and adequate cure for any such Title Defect, (y) the Title Defect Amount and/or (z) whether the Asserted Title Defect constitutes a Title Defect (each a “Disputed Title Matter”), then such Title Defect Amount shall be treated as provided in the following sub-part (ii), and (ii) a description of the Oil and Gas Property subject to such alleged if an Asserted Title Defect (the “is a Disputed Title Matter, such Asserted Title Defect Property”); (iii) shall be finally and exclusively resolved in accordance with the Allocated Value provisions of each Title Defect Property; and (iv) Purchaser’s good faith reasonable estimate Section 4.11 and release of the Title Defect Amount attributable to by the Escrow Agent for such Asserted Title Defect and the computations and information upon which Purchaser’s estimate is basedshall be resolved in accordance therewith. As soon as practical after the delivery of a Title Defect NoticeIf, Purchaser shall provide such documentation, prior to the extent expiration of the Cure Period, a Disputed Title Matter exists, then such dispute(s) shall be finally and exclusively resolved in Purchaser’s or Purchaser’s Representatives possession or control, as is reasonably necessary to support Purchaser’s assertion and claim accordance with the provisions of such Title Defect. SUBJECT TO PURCHASER’S RIGHTS HEREUNDER WITH RESPECT TO BREACHES OF THE SPECIAL WARRANTY OF DEFENSIBLE TITLE SET FORTH IN THE CONVEYANCES AND PURCHASER’S RIGHTS TO INDEMNITY PURSUANT TO (X) SECTION 11.3(a) WITH RESPECT TO A BREACH OF THE COVENANTS AND AGREEMENTS SET FORTH IN SECTION 5.2, SECTION 5.4, AND SECTION 5.5 AND (Y) SECTION 11.3(b) WITH RESPECT TO A BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.5, SECTION 3.8, SECTION 3.9, SECTION 3.10, SECTION 3.12, SECTION 3.13 AND SECTION 3.15, PURCHASER SHALL BE DEEMED TO HAVE WAIVED AND RELEASED, AND COVENANTS THAT IT SHALL WAIVE AND RELEASE, ANY AND ALL TITLE DEFECTS (AND ANY ADJUSTMENTS TO THE UNADJUSTED PURCHASE PRICE ATTRIBUTABLE THERETO) FOR WHICH SELLER HAS NOT RECEIVED ON OR BEFORE THE DEFECT DEADLINE A VALID TITLE DEFECT NOTICE THAT SATISFIES ALL OF THE CONDITIONS AND REQUIREMENTS SET FORTH IN THIS SECTION 6.1(A)Section 4.11.