Reconciliation of Proceeds / Offsetting. The Parties further agree that to the extent Seller receives proceeds attributable to the Seller Reserved Overriding Royalty Interest which is reduced or eliminated due to a Title Defect in accordance with the procedures in Section 2.3(e)(ii) and Buyer owes monies to a third party as a result of such Title Defect or in the event Buyer submits a Buyer Claim Notice, Buyer may, in its sole discretion, as applicable, offset amounts payable to Seller on the Seller Reserved Overriding Royalty Interest (i) for any Unit, Well or Lease, as applicable, or otherwise until such time as Buyer recovers all amounts which were erroneously paid to Seller or (ii) until such time as Seller’s indemnification obligations under Article VIII are fully satisfied in accordance with the procedures set forth in such Article VIII.
