Common use of Option to Cure Title Defects Post-Closing Clause in Contracts

Option to Cure Title Defects Post-Closing. (a) Notwithstanding anything herein to the contrary, if Noble is not able to cure a Title Defect on or prior to Closing, Noble shall have the option, by notice in writing to Purchaser on or before Closing, to attempt to cure such Title Defect (other than a Title Defect where a difference in the Net Revenue Interest and/or Working Interest causes Noble to not have Defensible Title) after the Closing (with any such Title Defect being called a “Post-Closing Defect”). In such event, the transactions contemplated hereby will close as provided herein, but an amount equal to the Title Defect Amount for the Title Defect to which the Post-Closing Defect pertains (the “Defects Escrow Amount”) shall be deducted from the Purchase Price otherwise payable at Closing and paid into an escrow account (the “Defects Escrow”) established with a federally insured savings or banking institution mutually acceptable to Purchaser and Noble (the “Defects Escrow Agent”) pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to Purchaser and Noble (the “Defects Escrow Agreement”). The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 3.6(b). (b) Purchaser will act in good faith and reasonably cooperate with Noble after the Closing to cure a Post-Closing Defect. If Noble and Purchaser mutually agree that a Post-Closing Defect has been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Noble in accordance with the terms of the Defects Escrow Agreement. If Noble and Purchaser mutually agree that a Post-Closing Defect has been partially cured, then Noble and Purchaser shall mutually determine the portion of the amount retained in the Defects Escrow with respect thereto (together with any interest earned thereon) that should be paid to Purchaser to compensate it for the uncured portion thereof (together with interest earned thereon) and the remaining portion of such amount shall be released to Noble (together with any interest earned thereon) in accordance with the terms of the Defects Escrow Agreement. (c) If Noble and Purchaser mutually agree that a Post-Closing Defect has not been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Purchaser in accordance with the terms of the Defects Escrow Agreement. If, at the end of the 180-day period commencing on the Closing Date (the “Cure Period”), Noble has been unable to cure a Post-Closing Defect (and there is no dispute as to whether or not it has been cured), the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Purchaser in accordance with the terms of the Defects Escrow Agreement. If, at the end of the Cure Period, Noble and Purchaser are unable to agree whether there has been a satisfactory resolution of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 17.1.

Option to Cure Title Defects Post-Closing. (a) Notwithstanding anything herein to the contrary, if Noble the Company or the Subsidiary is not able to cure a Title Defect on or prior to Closing, Noble Seller shall have the option, by notice in writing to Purchaser Buyer on or before Closing, to attempt to cure such Title Defect (other than a Title Defect where a difference in the Net Revenue Interest and/or Working Interest causes Noble to not have Defensible Title) after the Closing (with any such Title Defect being called a “"Post-Closing Defect”"). In such event, the transactions contemplated hereby will close as provided herein, but an amount equal to the Title Defect Amount Allocated Value for the Title Defect Property to which the Post-Closing Defect pertains (the “Defects Escrow Amount”) shall be deducted from the Adjusted Purchase Price otherwise payable at Closing and paid into an escrow account (the “"Defects Escrow”") established with a federally insured savings or banking institution mutually acceptable to Purchaser Buyer and Noble Seller (the “"Defects Escrow Agent”") pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to Purchaser Buyer and Noble Seller (the “"Defects Escrow Agreement”"). The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 3.6(b9.5(b). (b) Purchaser Buyer, the Company, and the Subsidiary will act in good faith and reasonably cooperate with Noble Seller after the Closing to cure a Post-Closing Defect. If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Noble Seller in accordance with the terms of the Defects Escrow Agreement. If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has been partially cured, then Noble Seller and Purchaser Buyer shall mutually determine the portion of the amount retained in the Defects Escrow with respect thereto (together with any interest earned thereon) that should be paid to Purchaser Buyer to compensate it for the uncured portion thereof (together with interest earned thereon) ), and the remaining portion of such amount shall be released to Noble Seller (together with any interest earned thereon) in accordance with the terms of the Defects Escrow Agreement. (c) . If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has not been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Defect Escrow with respect thereto (together with any interest earned thereon) shall be released to Purchaser Buyer in accordance with the terms of the Defects Escrow Agreement. If, at the end of the 180-day period commencing on the Closing Date (the “"Cure Period”"), Noble Seller has been unable to cure a Post-Closing Defect (and there is no dispute as to whether or not it has been cured), the amount withheld in the Defects Defect Escrow with respect thereto (together with any interest earned thereon) shall be released to Purchaser Buyer in accordance with the terms of the Defects Escrow Agreement. If, at the end of the Cure Period, Noble Seller and Purchaser Buyer are unable to agree whether there has been a satisfactory resolution of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 17.113.1.

Option to Cure Title Defects Post-Closing. (a) Notwithstanding anything herein to the contrary, if Noble Seller is not able to cure a Title Defect on or prior to Closing, Noble Seller shall have the option, by notice in writing to Purchaser Buyer on or before Closing, to attempt to cure such Title Defect (other than a Title Defect where a difference in the Net Revenue Interest and/or Working Interest causes Noble to not have Defensible Title) after the Closing (with any such Title Defect being called a “"Post-Closing Defect”"). In such event, the transactions contemplated hereby will close as provided herein, but an amount equal to the Title Defect Amount Allocated Value for the Title Defect Property or portion thereof to which the Post-Closing Defect pertains (the “Defects Escrow Amount”) shall be deducted from the Adjusted Purchase Price otherwise payable at Closing and paid into an escrow account (the “"Defects Escrow”") established with a federally insured savings or banking institution mutually acceptable to Purchaser Buyer and Noble Seller (the “"Defects Escrow Agent”") pursuant to the terms of an escrow agreement in a form acceptable to the Defects Escrow Agent and reasonably acceptable to Purchaser Buyer and Noble Seller (the “"Defects Escrow Agreement”"). The amount deposited into the Defects Escrow with respect to a Post-Closing Defect will remain therein until released as provided in Section 3.6(b9.5(b). (b) Purchaser Buyer and the Company will act in good faith and reasonably cooperate with Noble Seller after the Closing to cure a Post-Closing Defect. If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Escrow with respect thereto (together with any interest earned thereon) shall be released to Noble Seller in accordance with the terms of the Defects Escrow Agreement. If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has been partially cured, then Noble Seller and Purchaser Buyer shall mutually determine the portion of the amount retained in the Defects Escrow with respect thereto (together with any interest earned thereon) that should be paid to Purchaser Buyer to compensate it for the uncured portion thereof (together with interest earned thereon) ), and the remaining portion of such amount shall be released to Noble Seller (together with any interest earned thereon) in accordance with the terms of the Defects Escrow Agreement. (c) . If Noble Seller and Purchaser Buyer mutually agree that a Post-Closing Defect has not been cured, then within two (2) Business Days after such determination, the amount withheld in the Defects Defect Escrow with respect thereto (together with any interest earned thereon) shall be released to Purchaser Buyer in accordance with the terms of the Defects Escrow Agreement. If, at the end of the 180-day period commencing on the Closing Date (the “"Cure Period”"), Noble Seller has been unable to cure cure, or has only partially cured, a Post-Closing Defect (and there is no dispute as to whether or not it has been cured or partially cured), the amount withheld in the Defects Defect Escrow with respect thereto to the uncured portion thereof shall be released to Buyer, and the amount withheld in the Defect Escrow with respect to the cured portion shall be released to Seller (in both cases, together with any interest earned thereon) shall be released to Purchaser and, in both cases, in accordance with the terms of the Defects Escrow Agreement. If, at the end of the Cure Period, Noble Seller and Purchaser Buyer are unable to agree whether there has been a satisfactory resolution of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 17.19.4(b).