Common use of Remedies for Title Benefits Clause in Contracts

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. (ai) If either Party discovers any In the case of each Title Benefit, the aggregate Title Defect Amounts attributable to all uncured Title Defects shall be reduced by an amount equal to the Title Benefit during Amount of such Title Benefit and the Examination Period affecting aggregate Title Carry Reduction Amounts attributable to all uncured Title Defects shall be reduced by an amount equal to the AssetsTitle Carry Increase Amount for such Title Benefit. (ii) Notwithstanding anything to the contrary, it (A) in no event shall promptly notify there be any adjustments to the other Party Final Cash Price or reductions to the aggregate Title Defect Amount or increases in writing thereof on the Carried Cost Obligation for any individual Title Benefit for a Warranty Well for which the Title Benefit Amount does not exceed $25,000, or before for any individual Title Benefit for a Lease for which the expiration Title Benefit Amount does not exceed $10,000 (in either case, the applicable “Individual Title Benefit Threshold”), (B) in no event shall there be any adjustments to the Final Cash Price or reductions to the aggregate Title Defect Amount or increases in the Carried Cost Obligation unless the sum 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 Title Benefit Amounts of all Title Benefits in excess of the applicable Individual Title Benefit Threshold exceeds $50,000 9,500,000 and (C) in an amount mutually agreed upon by the Parties; provided, that notwithstanding anything in this Agreement no event shall there be any adjustments to the contrary Final Cash Price or reductions to the aggregate Title Defect Amount to the extent the aggregate of such Title Benefit Amounts in excess of the applicable Individual Title Benefit Threshold exceed the aggregate Title Defect Amounts and (iD) in no event shall there be any increases in the Carried Cost Obligation (I) unless there is an adjustment for the related Title Benefit Amount, and then only in the same proportion as an adjustment is made for the related Title Benefit Amount or (II) to the extent the aggregate of Title Carry Increase Amounts related to Title Benefit Amounts in excess of the Individual Title Benefit Threshold exceed the aggregate Title Carry Reduction Amounts. The Parties agree that if the aggregate adjustment to the Purchase Price for same 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 theretoBenefit affects more than one Lease, then the Purchase Price Title Benefit Amounts for each Lease affected by such Title Benefit shall only be adjusted by aggregated for the amount of such excess. For purposes of this Agreement, determining whether the term “applicable Individual Title Benefit Threshold has been met with respect to such 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. (ai) If either Party discovers any In the case of each Pre-Closing Title Benefit, the Closing Cash Consideration shall be increased by an amount equal to the Title Benefit during Amount of such Title Benefit and 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 Carried Cost Obligation shall be entitled to increased by an upward adjustment amount equal to the Purchase Price Title Carry Increase Amount for such Title Benefit, provided that if the existence of a Pre-Closing Title Benefit or the Title Benefit Amount with respect thereto is disputed, no increase shall be made to the Closing Cash Consideration pursuant to Section 10.02(a)(iv3.3(a)(ii) with respect at Closing and instead such adjustment, if any, shall be made as part of the final settlement pursuant to Section 3.6, or if not yet then resolved, thereafter. (ii) In the case of each Post-Closing Title Benefit, the aggregate Title Defect Amounts attributable to all uncured Post-Closing Title Defects shall be reduced by an amount equal to the Title Benefit Amount of such Title Benefit and the aggregate Title Carry Reduction Amounts attributable to all uncured Post-Closing Title Defects shall be reduced by an amount equal to the Title Carry Increase Amount for such Title Benefit. (iii) Notwithstanding anything to the contrary, (A) in no event shall there be any adjustments to the Closing Cash Consideration or reductions to the aggregate Title Defect Amount or increases in the Carried Cost Obligation for any individual Title Benefit for which the Title Benefit Amount does not exceed $75,000 (“Individual Title Benefit Threshold”), (B) in no event shall there be any adjustments to the Closing Cash Consideration or reductions to the aggregate Title Defect Amount or increases in the Carried Cost Obligation unless the sum of the Title Benefit Amounts of all Title Benefits in excess of the Individual Title Benefit Threshold exceeds $50,000 10,550,000, (C) in an amount mutually agreed upon by the Parties; provided, that notwithstanding anything in this Agreement no event shall there be any adjustments to the contrary Closing Cash Consideration or reductions to the aggregate Title Defect Amount to the extent the aggregate of such Title Benefit Amounts in excess of the Individual Title Benefit Threshold exceed the aggregate Title Defect Amounts and (iD) in no event shall there be any increases in the Carried Cost Obligation (I) unless there is an adjustment for the related Title Benefit Amount, and then only in the same proportion as an adjustment is made for the related Title Benefit Amount or (II) to the extent the aggregate of Title Carry Increase Amounts related to Title Benefit Amounts in excess of the Individual Title Benefit Threshold exceed the aggregate Title Carry Reduction Amounts. The Parties agree that if the aggregate adjustment to the Purchase Price for same 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 theretoBenefit affects more than one Lease, then the Purchase Price Title Benefit Amounts for each Lease affected by such Title Benefit shall only be adjusted by aggregated for the amount of such excess. For purposes of this Agreement, determining whether the term “Individual Title Benefit Threshold has been met with respect to such 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 either Party discovers Sellers discover any Title Benefit during the Examination Period affecting the Assets, it shall promptly Sellers may notify the other Party in writing thereof on or before the expiration of the Examination Period. Such notice shall be similar to the notice of Title Defects to be provided by Purchaser pursuant to Section 5.3, mutatis mutandis. Subject to Section 3.055.5, Seller Sellers shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 10.02(a)(iv) 12.2 with respect to all Title Benefits in excess of $50,000 Benefits, in an amount mutually agreed upon by the Parties; provided, however, that notwithstanding anything in this Agreement to the contrary (i) if the aggregate upward adjustment to the Purchase Price for Title Benefits determined in accordance with this Agreement Section 5.5(d) does not exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then no adjustment of to the Purchase Price shall be made therefor and (ii) for Title Benefits, and, if the aggregate upward adjustment to the Purchase Price for Title Benefits determined in accordance with this Agreement Section 5.5(d) does exceed three two percent (32%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted upward by the amount of such excess. For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s means Sellers’ interest in any Subject Interest Property listed on Exhibit B that is greater than or in addition to that set forth in Exhibit B (including, without limitation, a Net Revenue Interest an NRI that is greater than that set forth in Exhibit B) or Seller’s Working Interest Sellers’ WI in any Subject Interest Asset that is less than the Working Interest WI set forth in Exhibit B (without a corresponding decrease in the Net Revenue InterestNRI). Any matters that may otherwise constitute Title Benefits, but of which Buyer Purchaser has not been specifically notified by Seller Sellers in accordance with the foregoing, shall be deemed to have been waived by Seller Sellers for all purposes.

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 Part I of Exhibit B (including, without limitation, a Net Revenue Interest that is greater than that set forth in Part I of Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Part I of 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 either Party any Seller discovers any Title Benefit during the Examination Period affecting the AssetsAssets (each, a “Title Benefit Property”), it shall promptly notify the other Party Buyer in writing thereof on or before the expiration of the Examination Period. Subject To be effective, such notice must (i) be in writing, (ii) be received by Buyer prior to Section 3.05the expiration of the Examination Period, Seller (iii) describe the Title Benefit in sufficient, specific detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Asset or Assets affected by such Title Benefit, and (v) include the value of such Title Benefit as determined by Sellers. Sellers shall be entitled to an upward adjustment to the Unadjusted Purchase Price pursuant to Section 10.02(a)(iv10.02(a)(i) with respect to all Title Benefits in excess of $50,000 Benefits, 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 excessSection 3.08(c). For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest mean: (i) Sellers' Net Revenue 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 BA, Exhibit B or Exhibit D (without a corresponding proportional increase in the Working Interest); (ii) or Seller’s Sellers' Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit A, Exhibit B or Exhibit D (without a corresponding proportional decrease in the Net Revenue Interest). ) and (iii) Sellers' Net Acres under any Lease that is greater than that set forth in Exhibit A. Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller Sellers in accordance with the foregoing, shall be deemed to have been waived by Seller Sellers for all purposes. If Buyer discovers any Title Benefit Property during the Examination Period affecting the Assets for which Sellers have not previously provided notice, it shall promptly notify Sellers in writing thereof.

Remedies for Title Benefits. (a) If either Party discovers any Title Benefit during the Title Examination Period affecting the Assets, it shall promptly notify the other Party in writing thereof on or before the expiration of the Title 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)(iv10.02(a)(i) with respect to all Title Benefits in excess of $50,000 Benefits, 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 A (including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit BA) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B A (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.. 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 = 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 A

Remedies for Title Benefits. (a) If either Party any Seller discovers any Title Benefit during the Examination Period affecting the AssetsAssets (each, a “Title Benefit Property”), it shall promptly notify the other Party Buyer in writing thereof on or before the expiration of the Examination Period. Subject To be effective, such notice must (i) be in writing, (ii) be received by Buyer prior to Section 3.05the expiration of the Examination Period, Seller (iii) describe the Title Benefit in sufficient, specific detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Asset or Assets affected by such Title Benefit, and (v) include the value of such Title Benefit as determined by Sellers. Sellers shall be entitled to an upward adjustment to the Unadjusted Purchase Price pursuant to Section 10.02(a)(iv10.02(a)(i) with respect to all Title Benefits in excess of $50,000 Benefits, 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 excessSection 3.08(c). For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest mean: (i) Sellers’ Net Revenue 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 BA, Exhibit B or Exhibit D (without a corresponding proportional increase in the Working Interest); (ii) or Seller’s Sellers’ Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit A, Exhibit B or Exhibit D (without a corresponding proportional decrease in the Net Revenue Interest). ) and (iii) Sellers’ Net Acres under any Lease that is greater than that set forth in Exhibit A. Any matters that may otherwise constitute Title Benefits, but of which Buyer Xxxxx has not been specifically notified by Seller Sellers in accordance with the foregoing, shall be deemed to have been waived by Seller Sellers for all purposes. If Xxxxx discovers any Title Benefit Property during the Examination Period affecting the Assets for which Sellers have not previously provided notice, it shall promptly notify Sellers in writing thereof.

Remedies for Title Benefits. (a) If either Party any Seller discovers any Title Benefit during the Examination Period affecting the AssetsAssets (each, a “Title Benefit Property”), it shall promptly notify the other Party Buyer in writing thereof on or before the expiration of the Examination Period. Subject To be effective, such notice must (i) be in writing, (ii) be received by Buyer prior to Section 3.05the expiration of the Examination Period, Seller (iii) describe the Title Benefit in sufficient, specific detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Asset or Assets affected by such Title Benefit, and (v) include the value of such Title Benefit as determined by Sellers. Sellers shall be entitled to an upward adjustment to the Unadjusted Purchase Price pursuant to Section 10.02(a)(iv10.02(a)(i) with respect to all Title Benefits in excess of $50,000 Benefits, 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 excessSection 3.08(c). For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest mean: (i) Sellers’ Net Revenue 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 BA, Exhibit B or Exhibit D (without a corresponding proportional increase in the Working Interest); (ii) or Seller’s Sellers’ Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit A, Exhibit B or Exhibit D (without a corresponding proportional decrease in the Net Revenue Interest). ) and (iii) Sellers’ Net Acres under any Lease that is greater than that set forth in Exhibit A. Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller Sellers in accordance with the foregoing, shall be deemed to have been waived by Seller Sellers for all purposes. If Buyer discovers any Title Benefit Property during the Examination Period affecting the Assets for which Sellers have not previously provided notice, it shall promptly notify Sellers in writing thereof.