Remedies for Title Benefits. (a) If either Party discovers any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Examination Period. Subject to Section 3.05, Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 10.02(a)(iv) with respect to all Title Benefits in excess of $50,000 in an amount mutually agreed upon by the Parties; provided, that notwithstanding anything in this Agreement to the contrary (i) if the aggregate adjustment to the Purchase Price for Title Benefits determined in accordance with this Agreement does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefor and (ii) if the aggregate adjustment to the Purchase Price for Title Benefits determined in accordance with this Agreement does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.
Remedies for Title Benefits. With respect to each Lease and Well (or specified zone(s) therein) affected by Title Benefits reported under Section 11.2(b), the Purchase Price shall be increased by an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Lease and Well caused by such Title Benefits, as determined pursuant to Section 11.2(h).
Remedies for Title Benefits. With respect to each Well or Lease affected by Title Benefits reported under this Section 6.2, the aggregate Title Defect Amounts shall be decreased by an amount equal to the increase in the Allocated Value for such Asset caused by such Title Benefits, as determined pursuant to Section 6.2(g) (the “Title Benefit Amount”).
Remedies for Title Benefits. (a) If, prior to the Notification Date, Seller or Buyer discovers any Title Benefit affecting the Assets, such Party shall promptly notify the other Party in writing thereof. Subject to Section 4.14, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits in an amount (the “Title Benefit Value”) determined in accordance with the formula provided for in this Section 4.08(a). The term “Title Benefit” shall mean Seller’s Net Revenue Interest in any Lease, Well, PUD Location and PDNP that is greater than or in addition to the Net Revenue Interest set forth in Exhibit C, or Seller’s Working Interest in any Lease, Well, PUD Location and PDNP that is less than the Working Interest set forth in Exhibit C (without a proportionate decrease in the Net Revenue Interest). The Title Benefit Value shall be the absolute value of the number determined by the following formula: Title Benefit Value = [A x (B/C)] - A A = Allocated Value for the affected Asset
Remedies for Title Benefits. (a) If either Party discovers any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Examination Period. Subject to Section 3.05, Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 10.02(a)(i) with respect to all Title Benefits, in an amount mutually agreed upon by the Parties. For purposes of this Agreement, the term "Title Benefit" shall mean Seller's interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller's Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B (without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been waived by Seller for all purposes.
Remedies for Title Benefits. (a) If Buyer discovers any Title Benefit affecting the Assets, it shall promptly notify Seller in writing thereof. Subject to Section 4.14, Seller shall be entitled to an upward adjustment to the Purchase Price with respect to all Title Benefits in an amount (the “Title Benefit Value”) determined in accordance with the formula provided for in this Section 4.08(a). The term “Title Benefit” shall mean Seller’s Net Revenue Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is greater than or in addition to the Net Revenue Interest set forth in Exhibit D, or Seller’s Working Interest in any Well, PUD Location, PDNP, or Probable and/or Possible Locations that is less than the Working Interest set forth in Exhibit D (without a proportionate decrease in the Net Revenue Interest). The Title Benefit Value shall be the absolute value of the number determined by the following formula: Title Benefit Value = [A x (B/C)] - A 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 D.
Remedies for Title Benefits. Subject to Purchaser’s right to dispute the existence of a Title Benefit and the Title Benefit Amount asserted with respect thereto, Seller’s sole and exclusive remedy with respect to any Title Benefit shall be to offset the Title Defect Amounts that exceed the Individual Threshold pursuant to Section 6.1(f), but only to the extent the Title Benefit Amount of any such Title Benefit exceeds the Individual Threshold.
Remedies for Title Benefits. With respect to each Title Benefit Property affected by Title Benefits reported under Section 13.2(b), as Sellers’ sole and exclusive remedies for any Title Benefits, the amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Asset caused by such Title Benefits, as determined pursuant to Section 13.2(h) or Section 13.2(k), shall, if and only if such Title Benefit Amount is greater than the Individual Title Threshold, be applied as to offset the aggregate Title Defect Amounts attributable to Title Defects pursuant to Section 13.2(i).
Remedies for Title Benefits. With respect to each Well (or specified zone(s) therein) affected by Title Benefits reported under Section 2.05(b)(ii), the Purchase Price shall be increased by an amount (the “Title Benefit Amount”) equal to the increase in the Allocated Value for such Well caused by such Title Benefits, as determined pursuant to Section 2.05(b)(viii) or 2.05(b)(x). Notwithstanding anything to the contrary, (i) in no event shall there be any adjustments to the Purchase Price or other remedies provided to the Sellers for any individual Title Benefit for which the Title Benefit Amount does not exceed $25,000 (the “Individual Title Benefit Threshold”); and (ii) in no event shall there be any adjustments to the Purchase Price or other remedies provided to the Sellers for any Title Benefit that exceeds the Individual Title Benefit Threshold unless the sum of the Title Benefit Amounts of all such Title Benefits that exceed the Individual Title Benefit Threshold, in the aggregate, exceeds the Aggregate Deductible, after which point the Sellers shall be entitled to adjustments to the Purchase Price only with respect to such Title Benefits in excess of such Aggregate Deductible.
Remedies for Title Benefits. With respect to each Lease affected by Title Benefits reported under Section 11.2(a) or 11.2(b), the aggregate Title Defect Amounts attributable to all uncured Title Defects shall be reduced by an amount equal to the Title Benefit Amount. If the aggregate of all Title Benefit Amounts exceeds the aggregate of all Title Defect Amounts as of the expiration of the last applicable Cure Period and the Drilling Carry Termination Date (i) has not occurred, then, in accordance with the terms of Section 3.4 of the Participation Agreement, (A) the amount of the Atlas Development Costs to be paid by Seller in the immediately following cash calls under any Applicable Operating Agreement shall be reduced by twenty percent (20%) of the Title Benefit Amount (the “Title Benefit Cash Call Payment Amount”), and the Title Benefit Cash Call Payment Amount shall be paid by Buyer on behalf of Seller, and (B) the Drilling Carry Cap shall be increased by eighty percent (80%) of the Title Benefit Amount; or (ii) has occurred, then the amount of the Atlas Development Costs to be paid by Seller in the immediately following cash calls under any Applicable Operating Agreement shall be reduced by one hundred percent (100%) of the Title Benefit Amount, and such amount shall be paid by Buyer on behalf of Seller.
