Common use of REMEDIES FOR DEFECTS Clause in Contracts

REMEDIES FOR DEFECTS. In the event that any valid Defect is not waived in writing by Purchaser or cured on or prior to the date sixty (60) days after the applicable Claim Date, then, subject to Sellers’ right to dispute the existence of such Defect and the Defect Amount asserted with respect thereto: (i) subject to Section 3.1(b), Section 3.2(d)(iii), Section 3.2(e)(ii) and Section 3.2(e)(iii), with respect to all Defects that the Defect Amount with respect thereto exceeds the Defect Threshold, the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Defects, but only to the extent such aggregate sum exceeds the Defect Deductible, it being the intention of the Parties that the Defect Deductible constitute a deductible and not a threshold; (ii) with respect to all breaches of Sellers’ special warranty of Defensible Title in the Conveyances received or finally determined after the date of the Final Settlement Statement under Section 8.4, Sellers shall promptly pay to Purchaser the Defect Amount attributable thereto via wire transfer of immediately available funds to the account designated in writing by Purchaser; and (iii) with respect to all Defects that constitute Environmental Defects for which the Defect Amount with respect thereto exceeds the Defect Threshold, then Sellers shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or prior to the Closing Date to exclude such Asset subject to such Environmental Defect (along with any other Assets necessary for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (A) the Unadjusted Purchase Price shall be decreased by the Allocated Value of such Assets subject to all such Defects, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A attached hereto, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1 and (D) Purchaser shall have no rights or obligations hereunder with respect to such Excluded Assets.

REMEDIES FOR DEFECTS. In Subject to each Seller’s right to cure, or dispute the existence of, a Defect and the Defect Amount asserted with respect thereto, in the event that any valid Defect is not waived in writing by Purchaser or is not cured or Remediated on or prior to the date sixty (60) days after the applicable Claim DateCure Deadline, then, subject to Sellers’ right to dispute the existence of such Defect and the Defect Amount asserted with respect thereto: (i) subject to Section 3.1(b), Section 3.2(d)(iii), Section 3.2(e)(ii3.2(f) and each Seller’s rights under Section 3.2(e)(iii3.2(g)(ii), with respect to all uncured Defects that for which the Defect Amount with respect thereto exceeds the Defect Individual Threshold, the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Defects, but only to the extent such aggregate sum with respect to Defects exceeds, in the case of Environmental Defects, the Environmental Defect Deductible and then only to the extent such aggregate amount exceeds the Environmental Defect Deductible, Deductible (it being the intention of the Parties that the Environmental Defect Deductible constitute represents a deductible and not a threshold;) and, in the case of Title Defects, the Title Defect Deductible and then only to the extent such aggregate amount exceeds the Title Defect Deductible (it being the intention of the Parties that the Title Defect Deductible represents a deductible and not a threshold); and (ii) with respect notwithstanding anything herein to all breaches the contrary, in lieu of the remedy for Defects set forth in Section 3.2(g)(i), Sellers’ special warranty of Defensible Title in the Conveyances received or finally determined after the date of the Final Settlement Statement under Section 8.4, Sellers shall promptly pay to Purchaser the Defect Amount attributable thereto via wire transfer of immediately available funds to the account designated in writing by Purchaser; and (iii) with respect to all Defects that constitute Environmental Defects for which the Defect Amount with respect thereto exceeds the Defect Threshold, then Sellers Representative shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or no earlier than five (5) days prior to the Closing Date and no later than three (3) Business Days prior to the Closing Date, to cause Company to exclude such any Oil and Gas Property or other Asset subject to any alleged Defect where the Defect Amount equals or exceeds fifty percent (50%) of the Allocated Value of such Environmental Defect Oil and Gas Property or other Asset (along with any other Assets reasonably necessary or desirable for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (A) the Unadjusted Purchase Price shall be decreased by the Allocated Value of such Assets subject to all such Defectsexcluded Assets, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A attached heretoA, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1 and Assets, (D) Purchaser at Closing, Company shall have no rights execute and deliver an assignment of such Excluded Assets in accordance with Section 10.2(h), (E) the applicable member(s) of the Company Group and the applicable assignee of such Excluded Assets shall, to the extent such Excluded Assets are not subject to an existing operating agreement, execute a joint operating agreement in the form attached hereto as Exhibit F (“Excluded Asset JOA”) with the “Contract Area” covering such Excluded Assets and any Oil and Gas Properties of the Company Group that are located within one governmental section of such Excluded Assets and designating the Party (or obligations hereunder with respect its designated Affiliate) that owns a majority of the Working Interests included in the Leases and Excluded Assets subject to such Excluded Asset JOA as the “operator” under such Excluded Asset JOA and (F) to the extent a member of the Company Group is designated as “operator” under any existing operating agreement burdening any such Excluded Assets, the Company Group and the assignee of such Excluded Assets shall vote their interests to designate the Party (or its designated Affiliate) that owns a majority of the Working Interests included in the Leases and Excluded Assets subject to such Excluded Asset JOA as the operator of such interests.

REMEDIES FOR DEFECTS. In Subject to each Seller’s right to cure, or dispute the existence of, a Defect and the Defect Amount asserted with respect thereto, in the event that any valid Defect is not waived in writing by Purchaser or is not cured or Remediated on or prior to the date sixty (60) days after the applicable Claim DateCure Deadline, then, subject to Sellers’ right to dispute the existence of such Defect and the Defect Amount asserted with respect thereto: (i) subject to Section 3.1(b), Section 3.2(d)(iii), Section 3.2(e)(ii‎Section 3.2(f) and Section 3.2(e)(iiieach Seller’s rights under ‎Section 3.2(g)(ii), with respect to all uncured Defects that for which the Defect Amount with respect thereto exceeds the Defect Individual Threshold, the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Defects, but only to the extent such aggregate sum with respect to Defects exceeds, in the case of Environmental Defects, the Environmental Defect Deductible and then only to the extent such aggregate amount exceeds the Environmental Defect Deductible, Deductible (it being the intention of the Parties that the Environmental Defect Deductible constitute represents a deductible and not a threshold;) and, in the case of Title Defects, the Title Defect Deductible and then only to the extent such aggregate amount exceeds the Title Defect Deductible (it being the intention of the Parties that the Title Defect Deductible represents a deductible and not a threshold); and (ii) with respect notwithstanding anything herein to all breaches the contrary, in lieu of the remedy for Defects set forth in ‎Section 3.2(g)(i), Sellers’ special warranty of Defensible Title in the Conveyances received or finally determined after the date of the Final Settlement Statement under Section 8.4, Sellers shall promptly pay to Purchaser the Defect Amount attributable thereto via wire transfer of immediately available funds to the account designated in writing by Purchaser; and (iii) with respect to all Defects that constitute Environmental Defects for which the Defect Amount with respect thereto exceeds the Defect Threshold, then Sellers Representative shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or no earlier than five (5) days prior to the Closing Date and no later than three (3) Business Days prior to the Closing Date, to cause the applicable member(s) of Company Group to exclude such any Oil and Gas Property or other Asset subject to any alleged Defect where the Defect Amount equals or exceeds fifty percent (50%) of the Allocated Value of such Environmental Defect Oil and Gas Property or other Asset (along with any other Assets reasonably necessary or desirable for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (A) the Unadjusted Purchase Price shall be decreased by the Allocated Value of such Assets subject to all such Defectsexcluded Assets, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A attached heretoA, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1 and Assets, (D) Purchaser at Closing, the applicable member(s) of Company Group shall have no rights execute and deliver an assignment of such Excluded Assets in accordance with ‎Section 10.2(h), (E) the applicable member(s) of the Company Group and the applicable assignee of such Excluded Assets shall, to the extent such Excluded Assets are not subject to an existing operating agreement, execute a joint operating agreement in the form attached hereto as Exhibit E (“Excluded Asset JOA”) with the “Contract Area” covering such Excluded Assets and any Oil and Gas Properties of the Company Group that are located within one governmental section of such Excluded Assets and designating the Party (or obligations hereunder with respect its designated Affiliate) that owns a majority of the Working Interests included in the Leases and Excluded Assets subject to such Excluded Asset JOA as the “operator” under such Excluded Asset JOA and (F) to the extent a member of the Company Group is designated as “operator” under any existing operating agreement burdening any such Excluded Assets, the Company Group and the assignee of such Excluded Assets shall vote their interests to designate the Party (or its designated Affiliate) that owns a majority of the Working Interests included in the Leases and Excluded Assets subject to such Excluded Asset JOA as the operator of such interests.

REMEDIES FOR DEFECTS. In Subject to each Seller’s right to cure, Remediate, or dispute the existence of, a Defect and the Defect Amount asserted with respect thereto, in the event that any valid Defect is not waived in writing by Purchaser or is not cured or Remediated (subject to Purchaser’s right to dispute the validity of such cure or Remediation) on or prior to the date sixty (60) days after the applicable Claim DateCure Deadline, then, subject to Sellers’ right to dispute the existence of such Defect and the Defect Amount asserted with respect thereto: (i) subject to Section 3.1(b), Section 3.2(d)(iii), Section 3.2(e)(ii3.2(f) and each Seller’s rights under Section 3.2(e)(iii3.2(g)(iii), with respect to all uncured Title Defects that for which the Defect Amount with respect thereto exceeds the Defect applicable Individual Threshold, the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Title Defects, but only to the extent such aggregate sum with respect to Title Defects as to all Subject Company Groups exceeds the Title Defect Deductible, Deductible (it being the intention of the Parties that the Title Defect Deductible constitute constitutes a deductible and not a threshold); (ii) subject to Section 3.2(f), with respect to all breaches of Sellers’ special warranty of Defensible Title in the Conveyances received or finally determined after the date of the Final Settlement Statement under Section 8.4, Sellers shall promptly pay to Purchaser the Defect Amount attributable thereto via wire transfer of immediately available funds to the account designated in writing by Purchaser; and (iii) with respect to all Environmental Defects that constitute Environmental Defects have not been Remediated and for which the Defect Amount with respect thereto exceeds the Defect applicable Individual Threshold, then Sellers the Unadjusted Purchase Price shall be decreased by the sum of the aggregate Defect Amounts attributable to all such Environmental Defects, but only to the extent such aggregate sum with respect to Environmental Defects as to all Subject Company Groups exceeds the Environmental Defect Deductible (it being the intention of the Parties that the Environmental Defect Deductible constitutes a deductible and not a threshold); (iii) notwithstanding anything herein to the contrary, in lieu of the remedy for Title Defects set forth in Section 3.2(g)(i), if and only if the Defect Amount for a given Title Defect equals or exceeds one hundred percent (100%) of the Allocated Value of the applicable Well or DSU, Sellers’ Representative shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or not later than two (2) Business Days prior to the Closing Date Date, to cause the applicable Subject Company Group to exclude such Asset any Oil and Gas Property subject to such Environmental any alleged Title Defect (along with any other Assets reasonably necessary for the ownership or operation of such Assets) from the transactions contemplated hereunder and, in such event, (A) the Unadjusted Purchase Price with respect to the Subject Company Group shall be decreased by the Allocated Value of such Assets subject to all such DefectsExcluded Assets, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from the applicable Annex to Exhibit A attached heretoA, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1 and (D) Purchaser at Closing, the applicable members of the Subject Company Group shall have no rights or obligations hereunder with respect to execute and deliver an assignment of such Excluded AssetsAssets in accordance with Section 10.2(j); and (iv) for the avoidance of doubt, Sellers’ Representative shall be responsible for allocating any adjustments to the Unadjusted Purchase Price in respect of Defects pursuant to this Section 3.2 among the Subject Company Groups and/or the Seller Groups.