Common use of Sole and Exclusive Remedies for Defects Clause in Contracts

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 each Seller’s right to cure, Remediate, or dispute the existence of 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 (and further subject to Purchaser’s right to dispute the validity of such cure or Remediation) on or prior to the date ninety (90) days after the Closing Dateapplicable Cure Deadline, then: (i) subject to Section 3.2(f), Section 3.2(h), Section 3.2(i), and each 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 applicable Individual Defect Threshold, the applicable Assets shall be conveyed to Purchaser at Closing and the Unadjusted Purchase Price with respect to the applicable Subject Company Group shall be decreased by the sum of the aggregate Defect Amounts attributable to all such DefectsDefects with respect to such Subject Company Group, but only to the extent such aggregate sum with respect to Defects as to all Subject Company Groups exceeds the Defect Deductible, it being the intention of the Parties that the Defect Deductible constitutes a deductible and not a threshold;; or (ii) notwithstanding anything herein to the contrary, in lieu of the remedy for Title 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 Sellers shall have the right, but not the obligation, to elect in writing delivered to Purchaser on or prior to the Closing Date, to cause the applicable Subject Company Group to exclude such affected any Oil and Gas Property subject to such any alleged Title Defect (along with the portion of any other Assets reasonably as are necessary or desirable (and then only to the extent necessary) for the ownership or operation of such Assets) from the transactions contemplated hereunder if the Defect Amount(s) attributable to such Oil and Gas Property equals or exceeds 90% of the Allocated Value of such Oil and Gas Property and, in such event, (A) the Unadjusted Purchase Price with respect to such Subject Company Group shall be decreased by the Allocated Value of such excluded Excluded Assets, (B) all such Assets shall be deemed to be excluded from the definition of Assets and from the applicable Annex to Exhibit A, (C) such Assets shall be deemed to constitute Excluded Assets set forth on Schedule 1.1(a)Assets, 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 Assets; and (iii) Assets in lieu of the remedy for Defects set forth accordance with 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”10.2(j).

Sole and Exclusive Remedies for Defects. Subject to Section 3.2(i) and Seller’s right to cure or Remediate any Defects and/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 ninety Cure Deadline (90) days after subject to Purchaser’s right to dispute the Closing Datevalidity of such cure or Remediation), then: (i) subject to Seller’s rights under satisfaction of the applicable Individual Defect Threshold and Defect Deductible pursuant to Section 3.2(g)(ii) and Section 3.2(g)(iii3.2(f), with respect all Assets, Oil and Gas Properties or DSUs subject to all uncured any 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 (x) the aggregate finally determined or agreed Defect Amounts attributable to all such Defects, 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) solely with respect to any Defects that are Title Defects the aggregate finally determined or agreed Title Benefit Amounts attributable to all such finally determined or agreed Title Benefits hereunder. (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 from the transactions contemplated hereunder the Oil and Gas Property Properties and/or DSUs subject to such any alleged Title Defect (along with any other Assets reasonably necessary or desirable for the ownership or operation of such Assets) from to the transactions contemplated hereunder extent the alleged Defect Amount thereof equals or exceeds eighty-five percent (85%) of the Allocated Value of such Well and/or DSU 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), 1.1(b) 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”).