Sole and Exclusive Remedies for Defects. Subject to Seller’s right to 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 on or prior to the date ninety (90) days after the Closing Date, then:
(i) subject to Seller’s rights under Section 3.2(g)(ii) and Section 3.2(g)(iii), with respect to all uncured Defects for which the Defect Amount with respect thereto exceeds the Individual Defect Threshold, the applicable Assets shall be conveyed to Purchaser at Closing and 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 the Defect Deductible, it being the intention of the Parties that the Defect Deductible constitutes a deductible and not a threshold;
(ii) notwithstanding anything herein to the contrary, in lieu of the remedy for Defects set forth in Section 3.2(g)(i), to the extent necessary to reduce the aggregate downward Purchase Price adjustments for Defects to an amount less than the amount of the Defect Deductible, Seller 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 affected Oil and Gas Property subject to such Defect (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 excluded Assets, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from Exhibit A, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1(a), and (D) Purchaser shall have no rights or obligations hereunder with respect to such Excluded Assets; and
(iii) in lieu of the remedy for Defects set forth Section 3.2(g)(i) or Section 3.2(g)(ii), the Parties may mutually agree on or before the Closing that Seller shall indemnify Purchaser against all liability resulting from such Defect pursuant to mutually agreeable indemnity agreement (a “Defect Indemnity Agreement”).
Sole and Exclusive Remedies for Defects. Subject to Seller’s right to 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 on or prior to the date 90 days after the Defect Deadline, then with respect to all uncured Defects for which the Defect Amount with respect thereto exceeds the Individual Threshold and also exceeds the Defect Threshold, (i) if a Defect Amount is final pursuant to Section 3.2(i) prior to the Closing, the Cash Purchase Price reflected in the Preliminary Statement shall be decreased by the sum of the aggregate Defect Amounts attributable to such Defects and (i) if a Defect Amount is not yet final pursuant to Section 3.2(i) prior to the Closing, once a Defect Amount is final pursuant to Section 3.2(i), Seller and Purchaser shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (A) deliver joint written instructions to the Transfer Agent to (1) transfer from the Holdback Amount to Purchaser an aggregate number of shares of Parent Common Equity (rounded up to the nearest number of whole shares) calculated by dividing the amount of the aggregate Defect Amounts attributable to such Defects by the Current Price (subject to Section 13.6(c) and Section 13.6(d)) and (1) remove the Restrictive Legends on such shares.
Sole and Exclusive Remedies for Defects. Subject to Section 3.2(i) and Article 12 (as limited by Section 3.1(a)) and Seller’s right to cure any Defects and/or dispute the existence of a Defect and the Defect Amount asserted with respect thereto set forth in Section 3.2(c) and Section 3.2(i), in the event that any valid Defect is not waived in writing by Purchaser or is not cured or Remediated by Seller on or prior to the Closing Date, then subject to satisfaction of the Individual Defect Threshold and Defect Deductible pursuant to Section 3.2(f) and Section 3.2(c), all Assets subject to any Defects shall be conveyed to Purchaser at Closing and the Unadjusted Purchase Price shall be decreased by the sum of (x) the aggregate Defect Amounts attributable to all such finally determined or agreed Defects hereunder (but only to the extent such aggregate sum with respect to such Defects exceeds the Defect Deductible, it being the intention of the Parties that the Defect Deductible constitutes a deductible and not a threshold) minus (y) the aggregate finally determined or agreed Title Benefit Amounts attributable to all such finally determined or agreed Title Benefits hereunder.
